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A  SELECTIVE  MICROFILM  EDITION 

PARTIII 

(1887-1898) 


Thomas  E.  Jeffrey 
Microfilm  Editor 


Gregory  Field 
Theresa  M.  Collins 
David  W.  Hutchings 
Usa  Gitclman 
Leonard  DcGraaf 
Dennis  D.  Madden 


Mary  Arm  Hellrigel 
Paul  B.  Israel 
Robert  A.  Rosenberg 
Karen  A.  Detig 
Gregory  Jankunis 
Douglas  G.  Tarr 


Reese  V.  Jenkins 
Director  and  Editor 


Sponsots 

Rutgers,  The  State  University  of  New  Jersey 
National  Park  Service,  Edison  National  Historic  Site 
New  Jersey  Historical  Commission 
Smithsonian  Institution 


University  PubUcaUons  of  America 
Bethesda,  Maryland 
1993 


1  wiih  pcimission  of  McGraw-Edison  Company. 


Thomas  A.  Edison  Papers 

Rutgers,  The  State  University 
endorsed  by 

National  Historical  Publications  and  Records  Commission 
18  June  1981 


Copyright  ©  1993  by  Rutgers,  The  State  Univeisity 

All  rights  reserved.  No  part  of  this  publication  including  any  ponton  of  the  guide  and  index  or  of  the  micronim  may 


THOMAS  A.  EDISON  PAPERS 

Reese  V.  Jenkins 
Director  and  Editor 

Thomas  E.  Jeflircy 
Associate  Director  and  Microfilm  Editor 


Robert  A.  Rosenberg 
Managing  Editor,  Book  Edition 

Helen  Endlck 

Assistant  Director  for  Administration 


Associate  Editor 

Paul  B.  Israel 

Research  Associates 
Theresa  M.  Collins 
David  W.  Hutchings 
Karen  A,  Detig 


Gregory  Jankunis 


Assistant  Editors 
KeithA.Nier 
Gregory  Field 
Lisa  Gltclman 
Martha  J.  King 

Secretary 

Grace  Kurkowski 

Student  Assistant 
Bethany  Jankunis 


BOARD  OF  SPONSORS 


Rutgers,  The  State  University  of 
New  Jersey 

Francis  L.  Lawrence 
Joseph  J.  Seneca 
Richard  F.  Foley 
Rudolph  M.  Bell 

New  Jersey  Historical  Commission 
Howard  L  Green 


National  Park  Service 
John  Maounis 
Maryanne  Gerbauckas 
Nancy  Waters 
George  Tselos 
Smithsonian  Institution 
Bernard  Finn 
Arthur  P.  Molella 


EDITORIAL  ADVISORY  BOARD 

James  Brittain,  Georgia  Institute  of  Technology 
Alfred  D.  Chandler,  Jr.,  Harvard  University 
Neil  Harris,  University  of  Chicago 
Thomas  Parke  Hughes,  University  of  Pennsylvania 
Arthur  Link,  Princeton  University 
Nathan  Reingold,  Smithsonian  Institution 
Robert  E.  Schofield,  Iowa  State  University 


CORPORATE  ASSOCIATES 

William  C.  Hittinger  (Chairman),  RCA  Corporation 
Edward  J.  Bloustein,  Rutgers.  The  State  University  of  New  Jersey  • 
Cees  Bruynes,  North  American  Philips  Corporation 
Paul  J.  Christiansen.  Charles  Edison  Fund 
Philip  F.  Dietz,  Westinghouse  Electric  Corporation 
Roland  W.  Schmitt,  General  Electric  Corporation 
Harold  W.  Sonn,  Public  Service  Electric  and  Gas  Company 
Morris  Tanenbaum,  AT&T 


•Deceased. 


FINANCIAL  CONTRrourORS 


PRIVATE  FOUNDATIONS 
The  Alfred  P.  Sloan  Foundation 
Charles  Edison  Fund 
The  Hyde  and  Watson  Foundation 
Geraldine  R,  Dodge  Foundation 


PUBUC  FOUNDATIONS 
National  Science  Foundation 
National  Endowment  for  the  Humanities 
National  Historical  Publications  and 
Records  Commission 


PRIVATE  CORPORATIONS  AND  INDIVIDUALS 


Alabama  Power  Company 
Amerada  Hess  Corporation 
Anonymous 
AT&T 

Atlantic  Electric 

Association  of  Edison  Illuminating 
Companies,  Inc. 

Battelle  Memorial  Institute 
The  Boston  Edison  Foundation 
Cabot  Corporation  Foundation,  Inc. 
Carolina  Power  &  Light  Company 
Consolidated  Edison  Company  of 
New  York,  Inc. 

Consumers  Power  Company 
Coming  Glass  Works  Foundation 
Duke  Power  Company 
Entergy  Corporation  (Middle  South 
Electric  Systems) 

Exxon  Corporation 
Florida  Power  &  Light  Company 
General  Electric  Foundation 
Gould  Inc.  Foundation 
Gulf  States  Utilities  Company 
Idaho  Power  Company 
International  Brotherhood  of  Electrical 
Workers 


Mr.  and  Mrs.  Stanley  H.  Katz 
Matsushita  Electric  Industrial  Co.,  Ltd. 
McGraw-Edison  Company 
Minnesota  Power 
New  Jersey  Bell 
New  York  State  Electric  &  Gas 
Corporation 

North  American  Philips  Corporation 


Philips  International  B.V. 

Public  Service  Electric  and  Gas 
Company 
RCA  Corporation 
Robert  Bosch  GmbH 
Rochester  Gas  and  Electric 
Corporation 

San  Diego  Gas  &  Electric 
Savannah  Electric  and  Power  Company 
Schering-Plough  Foundation 
Texas  Utilities  Company 
Thomas  &  Betts  Corporation 
Thomson  Grand  Public 
Transamerica  Delaval  Inc. 
Westinghouse  Educational  Foundation 
Wisconsin  Public  Service 
Corporation 


Iowa  Power  and  Light  Company 


145 


A  Note  on  the  Sources 

The  pages  which  have  been 
filmed  are  the  best  copies 
available.  Every  technical 
effort  possible  has  been 
made  to  ensure  legibility. 


PUBLICATION  AND  MICROFILM 
COPYING  RESTRICTIONS 

Reel  duplication  of  the  whole  or  of 
any  part  of  this  film  is  prohibited. 
In  lieu  of  transcripts,  however, 
enlarged  photocopies  of  selected 
items  contained  on  these  reels 
may  be  made  in  order  to  facilitate 
research. 


MISCELLANEOUS  LEGAL  FILE 


This  file  contains  contracts,  agreements,  assignments,  depositions,  deeds, 
related  correspondence,  and  other  documents  similar  in  character  to  the 
material  found  in  the  Harry  F.  Miller  File  and  the  Richard  W.  Kellow  File. 
Most  of  the  items  were  previously  filed  by  archivists  in  the  Document  File. 
Other  documents  were  found  in  a  series  of  numbered  envelopes  entitled 
"Papers  Belonging  to  Edison  Phonograph  Works."  Also  included  are  a  series 
of  printed  contracts  that  was  bound  together  in  a  volume  entitled  "Mr. 
Edison’s  Phonograph  Contracts"  (Cat.  1402). 

The  material  relates  primarily  to  the  phonograph.  Many  of  the  items 
pertain  to  the  legal  affairs  of  the  various  Edison  companies,  including  the 
Edison  Phonograph  Works,  the  North  American  Phonograph  Co.,  the  Edison 
Phonograph  Toy  Manufacturing  Co.,  the  Edison  United  Phonograph  Co.,  and 
the  Automatic  Phonograph  Bchibition  Co.  Among  the  documents  for  1888  are 
lengthy  depositions  by  Edison  and  by  Jesse  Lippincott  concerning  Edison’s 
dispute  with  Ezra  T.  Gilliland  and  John  C.  Tomlinson.  Included  also  are  items 
pertaining  to  electric  lighting,  ore  milling,  and  motion  pictures.  Some  family- 
related  material,  especially  regarding  the  estate  of  Maiy  Stilwell  Edison,  can 
also  be  found  in  this  file. 

Approximately  70  percent  of  the  documents  have  been  filmed.  Most  of 
the  items  not  filmed  are  duplicate  copies  and  variant  versions  of  selected 
documents.  In  addition,  the  following  categories  of  documents  have  not  been 
filmed:  routine  agreements  with  users  of  the  Edison  Phonoplex  System  of 
Telegraphy;  agreements  and  other  legal  documents  not  directly  involving 
Edison  or  his  interests;  routine  receipts  and  letters  regarding  financial  matters; 
routine  powers  of  attorney  to  John  Randolph;  routine  leases  on  mining 
properties  and  other  property  documents;  foreign-language  documents 
accompanied  by  translations  (in  such  cases,  only  the  translations  have  been 
filmed).  Also  not  filmed  is  a  28-page  set  of  by-laws  for  the  Edison  Phonorama 
Co.  (1897),  along  with  4  pages  of  related  notes. 

The  documents  appear  on  the  microfilm  in  chronological  order. 


MISCELLANEOUS  LEGAL  FILE 


1887 


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IN  THE  MATTER  OP  THE  APPLICATION  : 

OP  THOMAS  A. EDISON, TO  HAVE  A 
CERTAIN  TAX  IMPOSED  UPON  HIS  : 

PERSONAL  ESTATE  POR  THE  YEAR  : 

1886, AMOUNTING  TO  $458.00  : 

REMITTED.  ; 

To  the  Honorable, 

The  Commissioners  of  Taxes|and  Assessments. 

The  petition  of  Thomas  A.  Edison  respectfully  shows; 

First.  That  as  your  petitioner  is  informed  and  be¬ 
lieves,  the  personal  property  alleged  to  belong  to  your  petit¬ 
ioner,  and  alleged  to  be  subject  to  taxation  for  the  year  1886 
was  valued  at  $20, 000. 00, and  a  tax  thereon  of  $458.00  was 
imposed  for  said  year. 

Second.  That  your  petitioner  is  now, and  has  been  for 
some  years  past  a  citizen, and  resident  of  the  State  of  New 
Jersey; that  he  never  received  any.  notice  that  the  property  of 
said  estate  had  been  assessed  for  the  purpose  of  taxation, or 
that  a  tax  was  to  be  imposed  thereon. 

That  your  petitioner  has  no  personal  estate  or  prop¬ 
erty  within  the  County  or  State  of  New  York, subject  to  tax¬ 
ation. 

THIRD.  That  from  the  second  Monday  of  January  until 
the  1st  day  of  May  ,the  period  allowed  by  law  for  the  correc¬ 
tion  of  assessed  valuations  the  petitioner  was  absent  from  the 
City  of  New  York  almost  the  entire  time, and  was  thus  prevented 
from  making  liis  complaint  or  application  for  the  correction 


of  such  tax. 


WHEREPOi'R.your  petitioner  prays, that  pursuant  to 
8i!B,  of  Chapter  410- of  the  laws  of  18H2,as  amended  by 


Section 

Chapter  276.  of  the  laws  of  ISSIi  the  said  tax  of  $450.00  so 
assessed  on  your  petitioner  may  be  remitted  by  your  Honor¬ 
able  Board  of  Commiss loners , and  your  petitioner  will  ever  pray 

Attorney  for  Thos.  A.  Edison  Petitioned 
40  Wall  Street. 

New  York  City. 


ss 


state  of  Mew  York 
City  and  County  of  New  York; 

Thomas  A.  Edison  being  duly  sworn  deposes  and  says, that 
is  the  petitioner  above  nained;that  he  has  rea  d  the  fore¬ 
going  petition--, and  that  the  same  is  true  of  his  own  know¬ 
ledge, except  as  to  those  matters  therein  stated  to  be  alleged 
information  and  belief, and  that  as  to  thos^ 
believes  it  to  be  true, 
irn  to  before  me 

thisc-^^  day  of  January  1887. V 


IN  THE  MATTER  OF  THE  ! 

ASSESSMENT  OP  THOMAS  t 
A, EDISON, AS  ADMINIS-  : 

TRATOR  OF  MARY  EDISON  : 

DECEASED.  : 

State  of  New  York.  : 

'•SS 

City  and  County  of  New  York  : 

Thomas  A.  Edison  being  duly  sworn  deposes  and 


1.  That  on  the  I7th  day  of  Februart-y  1880,  he  was 

by  the  Surrogate  of  the  County  of  Nev/  York  duly  appointed 
Administrator  of  the  goods  .chattels, and  credits, of  Mary 

son  deceased, and  that  he  is  iiow  esuch  Administrator {  Tliat 
the  estate  of  said  Mary  Edison  consists  entirely  of  bonds  of 
the  United  States,,  of  t  he  value  of  about  $50, 000. 00,  and  that 
there  has  never  been  any  real  or  personal  property  belonging 
said  estate, other  than  the  government  bonds  hereinbefore 
mentioned, which  bonds  as  deponent  is  informed  and  believes 
specially  exempt  from  txation  by  Section  S701  of  the 
Revised  Statutes  of  the  United  States. 

That  deponent  therefore  submits  that  no  personal  tax 
should  be  assessed  upon  him, as  Administrator  of  the  estate  of 
Mary  Edison. 

Sworn  to  before  me  this 


a 


IN  THE  MATTER  OP  THE  APPLICATION  : 

OP  THOMAS  A  EDISON, AS  ADMINISTRATOR  ! 

OP  THE  ESTATE  OP  MARY  EDISON  DECEAS-  * 

ED,  TO  HAVE  A  CERTAIN  TAX  IMPOSED  UPON*! 

SAID  ESTATE  FOR  THE  YEAR  1886, AMOUNT-; 

INO  TO  $687.00  REMITTED.  • 

To  the  Honorable 

The  Commissioners  of  Taxes  and  Assessments 


T'he  Petition  of  Thomas  A.  Edison,  respectfully 

shov/s; 

FIRST,  That  on  the  17th  day  of  February  ISStf^he  was, 
by  the  Surrogate  of  the  County  of  New  York  duly  appointed 
Administrator  of  the  goods, chattels  and  credits  of  Mary  Edison 
^-'ceased,  and  that  he  is  now  such  Administrator. 

That  ihe  estate  of  said  Mary  Edison  deceased  consists 
entirely  of  bonds  of  the  United  States, of  the  value  of  about 
$50,000.00. 

SECOND.  That  as  your  petitioner  is  informed  and  believes 
the  personal  property  belonging  to  said  estate, and  alleged  to 
be  subject  to  taxation  for  the  year  1886, was  valied  at  $3o,000. 
and  a  tax  thereon  of  $687.  was  imposed  for  said  year. 

THIRD.  That  there  has  never  been  any  real  or  person¬ 
al  property  belonging  to  said  estate, other  than  the  Government 
Bonds  hereinbefore  mentioned, which  bonds  as  deponent  is  in¬ 
formed  and  believes  are  specially  exempt  from  taxation  by  Sec. 
3701  of  the  Revised  Statutes  of  the  United  States. 

FOURTH.  That  your  petitioner  is  now, and  has  been  for 


(2) 


some  years  past  a  resident  of  the  State  of  New  Jersey;that  he 
never  received  any  notice  that  the  property  of  said  estate  hasl 
been  assessed  for  the  puiTpose  of  taxation, ar  that  a  tax  was 
to  be  imposed  thereon. 

That  from  the  second  Monday  of  January  until  the  first 
day  of  May  ,tho  period  allowed  by  law  for  the  correction  of 
assessed  valuations, deponent  was  absent  from  the  City  of  New 
York  almost  the  entire  time, and  v/as  thus  prevented  from  making 
his  complaint  or  application  for  the  correction  of  such  tax, 
WHEREFORE, your  petitioner  prays  that  pursuant 
to  Section  S22  of  Chapter  410  of  the  laws  of  1882, as  amended 
by  Chapter  276  of  the  Laws  of  1883,  the  said  tax  of  ^5687.  so 
assessed  on  your  petitioner  as  Administrator  as  aforesaid  may 
be  remitted  by  your  Honorable  Board  of  Commissioners, and  your 
[petitioner  will  ever  pray. 


Attorney  for  Thos,  A.  Edison, Administrator 
40  Wall  Street. 

New  York  City, 


State  of  Now  York. 

City  and  County  of  New  York. 


^  Thomas  A.  Edison  being  duly  sworn, deposed  and  says, that 
he  is  the  petitioner  above  namedjthat  he  has  read  the  foregoihg 
petition, and  that  the  same  is  true  of  his  own  knowledge, except? 
as  to  those  matters  therein  stated  to  be  alleged  on  informa¬ 
tion  and  belief, and  that  as  to  those  matters  he  believes  it  to 


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[ATTACHMENT] 


Thomas  a. Edison, 

-■'40&  42  Wall  Street. 


CABLE  Address  Edison,  New  York  "  | 


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[ATTACHMENT] 


I 


W  H  B  R  B  A  S,  1,  THOMAS  A.  EDISON,  of  • 
tlavTollyn  Park  In  the  State  of  New  Jersey,  am  the  sole 
owner  of  oertain  iettera  Patent  of  the  United  States  for 
a  raethod  of  producing  printed  imprassions  in  duplicate, 
rijBaljere(i‘'S9'5,990,  and  dated  April  Ist,  1884;  and 

WHEREAS,  H.  H.  IRdZ,  ESQ,.,  of  Philadel¬ 
phia,  in  the  State  of  Pennsylvania,  is  desirous  of  acquir- 
ing  a  license  under  the  same; 

N  ^  w,  THESE  PRESENTS  WITNESS,  That  I,  the 
said  THOMAS  A,  EDISON,  for  and  in  consideration  of  One 
Dollar  and  other  valuable  considerations,  do  hereby  agree 
to  authorize,  enpov/er  and  license,  and  do  hereby  author¬ 
ize,  empower  and  license  the  said  H.  H.  UNE,  and  his.'as- 
signs,  to  make,  use  and  sell  within  the  United  States, 
the  Invention  in  said  Letters  Patent  claimed  in  connec¬ 
tion  with  and  as  an  adjunct  to  a  type-vnriting  machine, 
said  license  to  bo  mdivisible  arid  limited,  and  to  apply 
to  but'  one  roanu'faotory,  and  to  but  one  style  or  make  of 
tybewrit'lng  machines.  And  it  is  expressly  understood 
and  agreed,  and  this  license  is  granted  upon  the  condi¬ 
tion  that  should  the  said  UNE  or  his  assigns  authorize 
or  pprmit  'the  use jof  said  Invention  in  more  than  one  menu- 
factory,  or  in  more  than  one  olase  or  make  of  typewriting 
machines,  or  'should  he  or  his  said  assigns  authorize  or 
pepralt" others,  or  thanselves  seek  to  use  the  said  inven¬ 
tion  for  purposes  other  than  as  an  adjunct  to  or  in  con- 


[ATTACHMENT] 


neotion  viith  a  type-wrltinB  machine  of  one  class  or  make 
then  the  license  hereinbefore  granted  shall  ipso  facto 
boccroe  and  be  void,  and  aU  rights  shall  revert  to  the 
said  'EDISON.  And  it-  is  further  understood  provided  and 
agreed,  and  this  license  is  granted  upon  the  condition 
that  the  said' shall  diirih'g  the' y'ear  1887,  satisfy  the 
said  EDISON  that  he  has  produced'a'' machine  embodying  said 
invention  wholly  or  in  part,  and’ the 4' s'aid  machine  so 
embodying  said  invention  works  satisfactorily,  arid  iri 
case  of  failure  so  to  satisfy  the  said  EDISON,  this  li¬ 
cense  shall  terminate  with  the ’present  year.’ 

In  Witness  W  h  e  r  oof  I  have 
hereunto  set  ray  hand  and  seal  this  day  of  April, 

1887. 


2 


I  .  '  ,  .■  . 

•SnpPTjRHISX’TAIi  AGi^RaMEHy  OP  (iUARAi'iyY  made  this 
j|  day  Of  Hay .  ICf  '•7 f  by  and  botwoon  the  Bdison  FJ.-oatrio 
ij  Ili»i‘Uhatin(;  Goraiyany  of  Rew  YoHc.  hereinafter  callod  tho 
I  lilijiiiinatinij  Co,,  party  of  !he  first  part,  and  the-  Bdison 
I  Maohino  ’•Vorks.  hesoinaftor  oalJod  tho  Maohin©  IVorks, 

I  party  of  tho  sooond  part. 

I  an  atjrooraont  datod  March  RPth,  10b7,  has 

horotoforo  boon  nado  by  and  botwoon  tho  partioo  horoto 
for  tho  nnpplyinn  by  tho  Machin©  Vovks  to  th©  Illnnunat- 
in^j  Co.  of  unriori* round  conductors  for  ono  or  more  iHu- 
iiii.natini'  districts  in  tho  City  of  Now  York; 

,  '.VHF.hP^AS  tlw  Haohino  tvorks  aro  now  v/illinc  to  naar- 
j  antes  their  conductors; 

?jOV/,  YHSisBROltE,  7n  consideration  of  Ono  hollar  in 
hand  paid  by  oaoh  of  tho  parties  to  the  othO-r,  tho  re¬ 
ceipt  wj-ioroof  is  hereby  aoknowledijed,  it  is  hereby  de¬ 
clared  and  oijreod  as  follows,  that  is  to  say; 

First .  Reforrinj*  to  tho  conductors  to  bo  dolivored 
by  t  ho  Machine  v/orks  as  per  the'  said  contract  of  March 
39th,  iH«7,  refcronco  to  which  is  r-ow  made  for  greater 
particularity,  it  is  agreed  that  each  length  of  tube  or 
conductor  dolivored  by  the  Machine  vjorks  under  the  said 


lent  shall  be  tested  oleotrically  by  the  Kachini 


^'toi’ks,  ''/hen  th.)  Siimo  fih.ai  bo  tloDivoi-od  in  Kov/ York  «ity, 
saj.d  test  to  bo  fiatio  in  tho  prosonoo  of  unci  under  the 
supervision  of  a  diiJy  c^^pointwl  officor  or  reprosonta- 
tive  of  tho  Illmainatini*  Co.,  tuid  a3.1  dofootivo  tubes, 
as  wall  as  all  other  dafnotivo  materiiO.  suppliotl  by  the 
Machine  '-Vorks  undar  the  said  contract,  stall  be  j-aplaobd 
by  others,  wMch  shaU  in  like  mai-iner  bo  tested,  the  said 
raplaoinjj  to  bo  done  by  ;.intl  at  tho  sc*le  cherije  and  ex- 
pan/e  in  nil  raspocts  of  tho  Machine  ■••oWis, 

Saeonrt »  ''hiilo  tho  undorij/'ound  sy-otein  of  oloctrical 
conductors  v/hicli  is  to  bo  co.-iposod  of  the  said  tubes,  as 
contanplated  in  tlw  sttiil  (i;>roomont  <«f  March  39th,  1UC7, 
is  baini;  laid,' tho  sctid  systom  shall  b©  subject  to  a 
continuous  elect  •doal  tout  either  by  tlto  llluiHinatini'j 
Co.  O'.'  by  the  Hachina  'Voi'ks  in  tho  preaenoo  of  a  du3  y 
authodzad  ropre.sont ative  of  tho  113 uminatind  Co.,  and 
all  faults  '//hi oh  nay  bo  discovered  shall  bo  nor  [-eotod  an 
fast  as  they  way  bo  dovolopod,  such  corroctinf;  to  bo  doM 
at  tho  solo  ctarj'e  arsd  oxpenso  of  the  Haohino  Vterks, 

Third.  All  moohanical  faults  of  const j-uotionwhioh 
may  ha  developed  from-  boing  in  service  in  connection 
■ffith  tho  undorRiiound  systom,  as  .aforoaaid,  for  sixty 
days,  shall  bo  made  jjood.  at  tho  sola  ohari’o  and  expanse’ 
of  tta  Machine  '?orks. 

Fourth.  Tho  said  undorijround  systom,  or  systems,  as 
the  fiaiao  may  bo  laid  as  contemplated  by  the  said  aj^roa- 


mont,  shai  bo,  .yitl  h(ji-«by  is  ;;uf.rL«!toe(>  by  tha  HjiohibO 
'"orkfi  To*’  ci'i  least  one  thousand  (1.000)  olims  insulation 
fo<'  sixty  days. 

PA f t,h.  Tho  eleotriovtl  anti  moohanioal  durability  of 
the  entire  system,  or  systems,  of  underground  oonduotors 
to  be  laid  as  uforosaid,  shevll  be  and  hereby  is  guaran¬ 
teed  by  tho  Machine  'Vorks  for  not  loss  than  sixty  days 
e.ftor  curront  is  rogularly  turned  on  from  the  central 
station!  0:tlAnary  mechaniotil  injury  oooasioriod  by  the 
stroots  boirii’  tom  up  oxeepted. 


Sixth,  hoforring  to  the  elect  rioal  tests  to  bo  matio 
pursuant  to  tho  a!»vo  first  and  second  sections,  it  is 
agrsfHl  t)wt  t.he  tests  to  bo  applied  s.Uall  bo  such  as  may 
be  mutually  agroed  upon  by  tho  l••ltto!^ine  .its  iind  t  n.o  11- 
ituflinating  Oo.,  and  in  the  ©vent  c-f  their  not  agreeing, 
the  ‘iue.stion  of  the  determination  of  '.yiiat  shall  consti- 


I  a  tost  slmll.  be  nubiiiittod  to  tho 


decision  sliall  be  fin.a;  and  in  tho  evom  of  any  di.spute 
arising  as  to  v/hat  constitutos  a  faulty  oo'-.sti’UctioR 
under  the  t.'iird  section, of  thi.s  agrootont,  that  also 
sliall  be  loft  to  tho  sane  arbitrator,  as  aforesaid,  whoso 
decision  s’uai  be  final.  y\s  regards  tho  guarantees  con¬ 
tain  ocl  in  tho  fourth  and  fifth  sections  heroof,  should 
any  question  ai-ise  thoreunder  as  regards  tho  fact  of 
tho  degree  of  in.sulation  or  as  i-egards  tho  fact  of  oloo- 
ti'ic-jJ.  or  mechanical  durability  tho  samo  sha3.1  al  so  be 


I 


AQRM'/IEMT,  made  this  SOth  day  of  June,  1887,  between  the  EDISON 
ELECTRIC  ILLUMINATING  COMPANY  of  New  York,  hereinafter  ceilled 
the  ILLUMINATING  COf/IPANY,  party  of  the  first  part,  and  the 
Edison  machine  works,  a  corporation  organized  and  existing  under 
the  Laws  of  the  State  of  New  York,  and  having  its  factory  at 
Schenectady,  in  the  State  of  New  York,  hereinafter  called  the 
Machine  Works,  party  of  the  second  part,  WITNESSETH 

lYHERBAS,  the  Illuminating  Company  is  expecting  to  install 
one  or  more  illuminating  districts  in  the  City  of  New  York  so 
soon  as  it  shall  have  been  able  to  obtain  from  the  municipal  or 
other  authorities  the  necessary  permits  for  -laying  its  conductors 
underground,  and 

ffiEREAS,  work  on  the  said  illuminating  districts  cannot 
be  commenced  until  the  Machine  Works  shall  have  made  and  delivered 
the  necessary  underground  feeder  conductors,  and 

IVHEREAS,  the  Illuminating  Company  is  desirous  of  commenc¬ 
ing  the  work  as  soon  as  the  aforesaid  permits  shall  have  been 
granted,  and 

I’/HEREAS,  the  Machine,  Works  will  require  considerable 
time  to  manufacture  and  deliver  the  required  conductors  after  they 
have  been  ordered  by  the  Illuminating  Company, 

NOW  THEREFORE  IT  IS  AGREED  AS  FOLLOWS 
EIRST  ;  THE  ILLUI'/IINATING  COMPANY  in  pursuance  of  a  resolution 
passed  bjr^^,Board  of  Directors  on  the  10th  day  of  May,  1887, 
hpeby  orders  of  and  agrees  to. purchase  from  the  Machine  Works 


on  ooma  and  oondiuona  hereinaftor  aot  tonth,  and  non  othor- 
vvioo.  aoPtaia  undopRaound  feedor  conduomr.  and  aha  necasaap, 
junotion  boxes  taoTO  „.e  Kdiaon  sjaoom  of  underground  oon- 
duotora.  the  partloular  quantltias  cl  ohioh  are  :  xcro  nUnutoljr 
deaoribad  in  a  detailed  etatement  hereto  annexed  and  marked 
— •*_*.  »hioh  is  to  1,0  considered  a  part  of  this  *,;ree. 


SUCONI):-'  The  Maohine  »epks  agpeea  that  ii  ,111  towdiatel,  proeaed 
to  manulaoture  the  sold  aonduciopa  »Hh  the  utmost  possible 
deap„t0h,a„d  i„  spent  at  the  r-te  or  „.t  lass  than  ^ 
»iio.  or  eompleted  co„duo»ra  per  „e,k  fp.„  data  hepeei' 
until  oemplatlen.  (unleas  and  to  the  extent  it  be  prexont. 
Od  by  strikea  or  Jire,)  and  upon  completion  ■vU]  ,ithsut 
0h,P,.e  top  storage  or  o»re,h.ld  ..me  in  .„n  „„n  use  any 

part  of  same  for  any  other  purpose,  but  ,111  ppo,pti,  d.ii„p 
on-.e  at  such  times, and  in  such  place.  .a,d  quentltiaa  as  the 
Illuminating  Company  m,ur  elect.  fte  length  of  oc., plated  - 
conductors  horaln  referred  to  1,  to  b,  determined  by  the 
length  of  the  outside  M.e  Including,  coupling  boxes  and  not  by 

the  aggregate  Of  fcho  inside  v/ire., 

mm  :  -  It  1.  distinctly  understood  ».d  agreed  that  the  oonduot- 
ora  herein  provided  t„r  and  more  particularly  described  in 
the  said  schedule  -x.,  .hall  not  In  an,  event  exceed,  in  cost 
to  the  rilumlnating  Company,  the  sum  of  ^.o  hundred  th.uamtd 
*nars  (  ,  icc.ccc  ,.p  ^ 


Lho  Illuminaoinis  Coinpan^  i/C  Uie  'incliine  Works  are  ho  be 
horeafuer  mut-ua}!^  ni^rend  upon,  buu  in  any  event  aha;!]  not  he 
gresber  than  prices  nov/  ciiart>:ed  by  the  Macliine  V/orUa  oo  any 
other  rQs-:uiarly  orirnnized  Krlison  Illuminating  Company  in  the 
United  States. 

[i’OiJlVi’H:-  Tt  ia  ai:;rec:d  that  each  length  of  uibe  or  conductor  deliv¬ 
ered  by  the  Machine  Works  under  the  said  ngreeineno^ shall  be 
tested  electricelly  by  the  ’•'■ocluno  V/oi’lcs.  when  the  same  shell 
bo  delivered  in  Mow  York  City,  said  teat  to  be  mad';  in  the 
presence  of  and  under  the  aui.-orvxaion  fef  a  duly  appointed  of¬ 
ficer  or  representative  of  the  Illuradnating  Company,  end  all. 
defective  tubes,  ns  well  ns  all  other  defective  material  sup¬ 
plied  by  the  Machine  Worl:s  under  the  said  contract,  shnll  be 
replaced  by  others,  wiiich  shnll  in  like  monnor  be  tented,  the 
said  replacing  to  be  dona  by  and  at  the  sole  charge  and  ex¬ 
pense  in  all  r0!5i..8cts  of  the  Machine  Works. 

I'^IPTH  :  -  While  ths  undergx'ound  systen^  of  elecu'ical  conductors 

which  is  to  bo  composed  of  the  said  tubes,  is  being  Isid,  the 
Sfdd  system  shnll  be  subject  to  a  continuous  electrical  test 
either  by  the  Illuminating  Company  or  by  the  ffechine  V/orks  in 
the  presence  of  a  duly  authorized  representative  of  the  Tllum7 
inating  Company,  and  all  faults  which  may  be  discovered  shall 
be  corrected  as  fast  as  they  may  be  developed,  such  correcting 
to  be  done  at  the  syile  charge  and  expense  of  the  chine  Woi’lc^ 


SrXTB  :  -  All  mechanical  faults  of  construction  which  may  be  devel¬ 
oped  from  being  in  service  in  connection  with  tho  underground 
system,  as  aforesaid,  for  sixty  days,  shall  be  made  good  at  , 
Uie  sole  charge  and  expense  of  tho  Machine  l7orks. 

SBirSMTH  ;  -  The  sai'd  underground  system,  or  systems,  as  the  same 
may  be  laid  as  contemplated  by  tho  said  agreement,  shall  be, 
and  hereby  is  guaranteed  by  th'-'  Machine  Vtorks  for  at  least 
one  thousand  (J.oon)  ohms  insulation  for  sixty  days. 

KlfJHTH  ;  -  The  electrical  and  meclianical  durability  of  uhe  entire 
system,  or  systems,  of  underi/;round  conductors  lo  be  laid  as 
aforesaid,  shall  be  and  hereby  is  guaranteed  by  the  Machine 
Works  for  not  less  chan  sixty  days  after  ctirrent  is  regularly 
turned  on  from  the  central  station,  ordinary  mechanical  injury 
occasioned  by  the  streets  being  torn  up  excepted. 

HINTH  :  -  Referring  to  ohe  electrical  tests  to  be  made  pursuant 
to  the  above  fourth  and  fifth  secuiona,  it,  is  agreed  that  x,he 
tests  to  be  applied  shall  be  such  as  may  be  mutually  agreed 
upon  by  the  Machine  Works  and  uho  Illuminating  Company,  and  in 
the  ovens  of  their  not  agreein,..;,  the  question  of  the  detennin- 
ation  of  v/hat  shall  constitute  a  tost  shall  be  submitted  to 
the  arbitration  of  Mr.  Edward  il.  Johnson,  of  Id  Broad  Street, 
New  York,  whose  decision  shall  be  final;  and  in  the  ovenu  of 
any  dispute  arising  as  to  what  constitutes  a  faulty  consuruc- 


5 

tion  under  the  sixth  section  of  this  agreement,  that  also 
shall  bo  left  ■to  the  same  arbitrator,  whose  decision  shall  be 
final. 

As  regards  the  guarantees  contained  in  the  seventh  and 
eighth  sections  thereof,  should  any  question  arise  thereunder 
as  regards  the  fact  of  the  degree  of  insulation  or  ns  regards 
the  fact  of  electrical  and  mechanical  durability  the  same 
shall  also  bo  left  to  arbitration  us  just  provided  for  above. 

It  is  agreed  that  as  regards  such  guarantees,  the  Macliins 
Works  shall  not  only  replace  defective  material  with  good, 
but  it  shall  also  reimburse  the  Illuminating  Company  for  any’ 
and  all  actual  loss  or  damages  directly  incurred  in  conse¬ 
quence  of  such  defects. 


TRHTH:  - 

Payments  under  this  contract  are  to  be~made  in  notes  of 
^  not  less  than  four  months  time  from  date  of  delivery  of  con¬ 
ductors  in  quantities. 

The  notes  to  bear  interest  at  a  rate  not  exceeding  six 


per  cent  per  annum. 


Tho  conduotors  are  to  be  delivered  in  a  manner  and  in  a 
quaiiLity  satisfactory  to  the  Comini ttfeo  of  Construction,  and'  ’ 
at  a  rate  of  not  leas  than  four  miles  in  each  delivery. 

It  is  mutually  understood  and  a(j;reed  by  the  parties  here¬ 
to,  that  if  the  delivery  is  not  ordered  to  be  made  in  Nev;  York 
City,  that  the  Machine  Works  viill  hold  the  said  condictors 
■for  account  of  the  Tllurainating  Company  and  subject  to  their 
order  but  free  of  expense  for  care  or  storage,  until  such  ' 
time  as  the  Illuminating  Company  at  its  ovm  option  may  order' ' 
the  delivery  in  New  York  City,  ■  :• 

It  is  further  agreed  that  in  case  the  Illuminating  Com¬ 
pany  shall  not  require  the  electric  tube  feeders,  that  then 
the  Machine  Works  shall  use  them  as  rapidly  as  possible,  and 
to  as  great  an  extent  as  possible,  in  the  filling  of  other 
orders  and  credit  the  proceeds  from  the  some  to  the  account' 
of  the  Illuminating  Company. 

The  placing  of  the  feeders  on  other  orders  to  be  done 
to  the  best  advantage  of  the  Illuminating  Company  as  regards 
price  and  quantity. 


ISLRVlSNTIf  :  -  In  case  of  failure  of  the  Macldne  Works  fo  inanufsoo- 
ure  said  sonductors  ao  u'le  raiie  herein  specified  fi’om  lihe  dats 
hereof  ,  and  la  deliver  sane  upon  a  demand  bji  x,he  Illuminux-ing 
Coinpanj^  for  delivery  of  seme,  or  for  delivery  of  any  part 
-  thereof,  she  t4achine  Vforks  shall  ..ay  the  Illuninnuing  Company 
•one  sum  of  ^  dOO  )  Three  fiundred  Dollars  per  dietti  as  li^uiduc- 
.ed  demiiges,  unc.il  all  of  snid  C!Onducu)r8  shan  properly  demand- 
,  ■  dslivor.ed,  and  in  case  of  such  failure)  oha  Tllumineioinf!,' 

Company  may  ac,  any  time  prior  to  delivery  of  all  of  said  con¬ 
ductors,  elect,  not,  M)  sake  delivery  of  the  then  undelivered 
poroion^and  tne  amount,  of  conductors  herein  contracted  for 
shall  be  thereby  reduced  nccordinicly ,  but  the  amount  of  liqui- 
.  dated  damages  accrued  up  to  the  time  of  such  aloctioii  shall 
not  be  reducnd^but  shall  bo  paid  in  full  to  the  illuminating 
company^ or  at  the  option  of  the  Illuminating  Company,  the 
said  liquidated  damages  either  in  whole  or  in  ijart  as  the 
Illuminating  Company  may  direct  may  be  deducted  from  any 
amount  the  Illuminating  Company  may  owe  the  Machine- Works  for 
the  onnductora  hej-oin  contrnoted  fo)7,  and  the  provisions  of 
this  section  shall  apply  to  any  and  all  subsequent  demfsids 
which  the  Illuminatdng  Company  may  make. for  conductors  herein 
contracted  for  when  or  after  same  are  deliverable  under  the 
■  tehns  hereof. 


"{ 


IN  WITN55SS  V/iilililROri',  uho  part/iee  hereto  have  caused  these 
promises  to  bo  3if^;ned  their  respective  officers,  thereunto, 
duly  authorized,  and  Jiave  caused  their  rssijoctive  seals  to  be 
hereunto  nttaohod  upon  tlie  day  and  year  first  above  wi’itt- 
9n. 


SCHEDULE  "A".  -  : 

LIST  OP  ELECTRIC  TUBE  FEEDERS.  JUNCTION  BOXES, ETC.  REQUIRED  FOR 
EDISON  illuminating  CO.  OP  NEW  YORK. 


FEEDERS 


-h 

dr 

— 

4500 

feet  550 

180 

550  A 

5900 

•  500 

■  168 

500  1 

1S500 

•  450 

144 

450  / 

,  '-V" 

11900 

*  400 

133 

400  / 

.  '  V.’,' 

SSOOO 

•  350 

115 

350  .  •' 

6900 

300 

105 

300  j 

4S00 

.  •  250 

90 

250 

JUNCTION  BOXES. 


83.  4  tube  Boxes, 

SI  6  •  • 

51  10  ■  ■ 


150,000  ft  oreosoted  plarik  for  covering  tubes. 


mm 


f<TX}s^  Otit 


I  ^  - -^-  -  J  -  ’  -v' 

j|Awt  Ugfeity  4*twv  Bdwmj  UUomxx/)  ^dCocmJ 


o^  ^foA.^  /u^  Hvi  ^4cUi  Ty^A)  <ii:A.<iJi>^ 

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I-  -f  .-^.r-^ 

cmd  WMam  M'  odccfutd  4afj 

fioQ-hf-t^V  A'1/i'  ^f(xA<  a^c/vUy<!Ai4t^^ 

Ctji  fKc  iSC-C^H-lcf'  jUlA.^'' 


jhOA^t^  4f\e  ae  txnAj^ 
ctA.&  jcAttc/ijcnia  ctai^viut^  CO  -Cccca-ui^  /to  Mxe,  /-Ac  -tAv 
AKtAtioW  oo  lixolvi.dlKMacAcl’  chO'CAA^-ccb  yClAOci  oCcuctticL 

^ti(P(J  fjh.  icftJ  a^’  'Ji4/UMd  "Ji^SOO^  SZ  /. 

■^Oy^a-Vo  MAA^C’LdV-cAAli.tiJ'  J-tA'  CK/ ’ 

'-4iM(h.’tiSd^  ^i^iaUA  fo  fAe  fici't  fij  fAs  /u^aA 

and  M^AccI  d'tAuAtyiJ  llLtiQ-ttUo-AA  Sue.  AAitfu^anAt 
4uA4AdKld/ yimA,  Xlfl^tAt^  <L0  Af\e  /JcLtcy 

ta^  So  afep^Ci.  ca  (hCb  4b  dd-  CSa  ck  ncA.  Ao  ’j  lAAeA) 


%m  #  .i»  lemA  ^ 

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aAa.  (^cfi/ujAc<xki<kAobvw  cf  SRx  AiUAuo^  d)fAJb  ’^O-dteW  do  \ 
-^Mav  An.  AAtod  Ikaod^  cuAeC  4fv  XL^AAtcAAznAb  yAX*ud 
CjCKkCiAciMdo' &p?  ■Hv!  poA-ftex)  t}p!s'  tile  ocuun.A  IwoxA 

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AGREEMENT, made  this  twenty- fourth  day  of  October,  1887,  between 
the  EDISON  ELECTRIC  ILLUMINATING  COMPANY  of  New  York  City,  herein¬ 
after  called  the  ILLUMINATING  COMPANY,  party  of  the  first  part,  and 
the  EDISON  MACHINE  WORKS,  a  corporation  organized  and  existing 
under  the  Laws  of  the  State  of  New  York,  and  having  its  factory  at 
Schenectady,  in  the  State  of  New  York,  hereinafter  called  the  MA¬ 
CHINE  WORKS,  party  of  the  second  part,  WITNESSETH  :  - 

WHEREAS,  the  Illuminating  Company  has  made  large  purchase*  dur¬ 
ing  the  present  year  of  underground  electric  conductors  for  mains 
and  feeders  for  the  Edison  system,  the  said  underground  conductors 
having  been  manufactured  and  delivered  by  the  Machine  Works,  and 
the  Illuminating  Company  being  desirous  of  continuing  the  laying  of 
underground  conductors  in  the  City  of  New  York  as  permits  shall  be 
granted,  and  the  Machine  Works  requiring  previous  notice  to  enable 
them  to  provide  material  and  supplies,  and  time  to  manufacture  and 
deliver  the  conductors  after  they  have  been  ordered  by  the  Illumin¬ 
ating  Company; 

NOW  THEREFORE  IT  IS  AGREED  AS  FOLLOWS  ;  - 

FIRST  ;  That  the  liluminating  Compand  hereby  orders  and 
agrees  to  purchase  from  the  Machine  Works  on  terms  and  conditions' '  ^ 
hereinafter  set  forth,  certain  underground  conductors,  including 


all  the  necessary  junction  boxes,  copper  connections,  compound  and 
other  supplies  required  for  the  full  and  complete  installation  known 
as  the  Edison  system  of  underground  conductors,  in  the  quantities 
and  sizes  specified  and  described  in  detailed  statement  hereto  an¬ 
nexed  and  marked  Schedule  "B*,  and  which  is  made  a  part  of  this 
Agreement. 

second  :  The  Machine  Works  agree  that  they  will  immediately 
proceed  to  manufacture  said  conductors. with  the  utmost  possible 
despatch,  and  in  any  event  at  the  rate. of  not  less  than  Five  miles 
of  completed  conductors  per  week  from  the  date  hereof  until  comple¬ 
tion,  (  Unless  and  to  the  extent  they  may  be  unavoidably  prevented 
by  strikes  of  workmen,  or  by  fire  )  and  upon  completion  will  with¬ 
out  charge  for  storage  or  care,  hold  the  same  in  stock  and  use  no 
part  thereof  for  any  other  purpose,  and  will  deliver  promptly  at 
such  times,  and  in  such  places  and  quantities  as  the  Illuminating 
Company  may  direct.  The  length  of  completed  conductors  herein 
referred  to  is  to  be  determined  by  ohe  length  of  the  outside  tube, 
and  not  by  the  aggregate  of  the  inside, wire, 

THIRD J .  The  prices  'U)  be  paid  by  the  Illuminating  Company 
to  the  Machine  Works  are  to  be  not  greater  than  that  paid  during 
the  past  year  for  conductors  of  similar  character,  and  in  any  evenly 
the  Illuminating  Company  shall  receive  the  benefit  of  the  lowest 
prices  and  best  terras,  given  by  the  Machine  Works  to  the  most  favor, 
ed  purchaser,  for  the  same  character  of  conductors. 

Mam  :  It  is  agreed  that  each  length  of  conductor  when  del- 


1: 


,l> 


3 

ivered  under  uhis  Agreement  in  New  York  City,  by  the  Machine  Works, 
shall  be  nested  electrically  by  the  Machine  Works  in  the  presence 
of  and  under  the  supervision  of  an  officer  or  duly  authorized  re¬ 
presentative  of  the  Illuminating  Company,  and  all  defective  conduct 
ors  showing  an  insulation  of  less  than  three  meg-otuns  as  well  as 
all  other  defective  material . supplied  by  the  Machine  Works  under 
.this  contract,  shall  be  replaced  by  others,  which  shall  in  like 
manner  be  tested,  the  said  replacing  to  be  done  by  and  at  the  sole 
charge  and  expense  in  all  respects  of  the  Machine  Works. 

FIFTH  ;  While  the  conductors  are  being  laid  underground,  the 
system  shall  be  subjected  to  a  continuous  electrical  test  by  the 
Machine  Works  in  the  presence  of  an  officer  or  duly  authorized  re¬ 
presentative  of  the  Illuminating  Company,  and  all  faults  which  may 
develop  shall  be  corrected  as  fast  as  they  are  discovered,  at  the 
sole  charge  and  expense  of  the  Machine  Works. 

SIXTH  ;  The  said  system  or  systems  of  underground  conduct¬ 
ors,  as  the  same  may  be  laid  as  contemplated,  shall  be,  and  hereby 
is  guai-anteed  by  the  Macliine  Works  for  at  least  one  thousand  (1,000) 
ohms  insulation  for  sixty  days  after  current  is  regularly  turned  on 
from  L/he  Central  Station  of  the  Illuminating  Companyj  ordinary 
mechanical  injury  occasioned  by  the  streets  being  torn  up  excepted. 

SEVENTH  :  Referring  to  the  electrical  tests  to  be  made  pursu¬ 
ant  to  the  above  fourth,  fifth  and  sixth  sections,  it  is  agreed 
that  the  tests  to  be  applied  shall  bo  such  as  may' be.  mutually  agre¬ 
ed  upon  by  the  Machine  Works  and  the  Illuminating  Compwiy,  and  in 


L/he  avent  of  their  not  agreeing,  the  question  of  the  determination 
of  what  shall  constitute  a  proper  and  thorough  test  shall  be  sub¬ 
mitted  to  the  arbitration  of  Mr.  Edward  H,  Johnson,  of  16.  Broad 
Street,  New  York  City,  whose  decision  shall  be  final. 

EIGHTH  :  It.  is  further  agreed  regarding  the  guarantees  above 
given,  that  the  Machine  Works  shall  not  only  replace  all  defective 
material  with  good,  but  it  shall  also  reimburse  the  Illuminating 
Company  for  any  and  all  actual  lose  or  damages  incurred  in  con¬ 
sequence  of  such  defects. 

NINTH  :  It  is  further  agreed  that  the  Illuminating  Company 

shall  retain  the  amount  of  ten  per  cent  from  all  payments  due  from 
time  to  time  for  conductors  and  materials  delivered;  said  amount 
retained  not  to  be  payable  to  the  Machine  Works  until  after  the 
system  has  been  tested  underground  with  current  regularly  turned  on 
from  the  Central  Station  for  sixty  days  and  all  defects  corrected 
as  above  provided  for. 

tenth  :  Payments  under  this  contract  may  be  made  at  the 

option  of  the  Illuminating  Company  by  notes  of  not  less  than  four 
months  date  from  time  of  delivery  of  conductors  in  quantities  ; 
said  notes  to  bear  interest  at  a  rate  not  exceeding  six  per  cent 
per  annum. 

ELEVENTH  ;  The  conductors  are  to  bo  delivered  in  manner  and 
quantity  satisfactory  to  the  Illuminating  Company,  and  it  is  mutual. 


5 

ly  understood  and  agreed  batwean  the  parties  hereto,  that  if  tha 
conductors  and  materials  are  not  ordered  to  be  delivered  in  Nev? 
York  City  or  elsewhere,  that  the  Machine  Works  will  hold  the  same 
for  account  of  the  Illuminating  Company  and  subject  to  their  order 
but  free  of  expense  for  care  or  storage,  until  such  time  as  the 
Illuminating  Company  at  its  own  option  may  order  the  conductors 
delivered,  and,  it  is  further  agreed,  that  in  case  the  Illuminating 
Company  shall  not  require  any  part  of  the  electric  conductors,  that 
then  the  Machine  Works  shall  use  them  as  rapidly  as  possible  in 
filling  other  orders  and  credit  the  proceeds  from  the  same  lo  the 
account  of  the  Illuminating  Company. 

The  placing  of  the  conductors  on  other  orders  to  be  done 
to  the  best  advantage  of  the  Illuminating  Company  both  as  regai'ds 
price  and  quantity, 

TWELFTH  :  In  case  of  failure  of  the  Machine  Works  i,o  manufac¬ 
ture  said  conductors  at  the  rate  herein  specified  from  tha  date 
hereof  and  to  deliver  the  same  upon  a  demand  by  the  Illuminating 
Company,  or  for  delivery  of  any  part  thereof,  the  Machine  Works 
shall  pay  the  Illuminating  Company  the  sum  of  (  $  300.-)  Ttiree 
Hundred  Dollars  per  diem  as  liquidated  damages,  until  all  of  said 
conductors  then  properly  demanded  are  delivered,  and  in  case  of 
such  failure  the  Illuminating  Company  may  at  any  time  prior  to 
delivery  of  all  of  said  conductors,  elect  not  to  take  the  then  un¬ 
delivered  portion,  and  the  amount  of  conductors  herein  contracted 
for  shall  be  thereby  reduced  accordingly,  but  the  amount  of  liquid- 


/ 


ated  damages,  accrued  up  to  the  time  of  such  election  shall  not 
be  reduced,  but  shall  be  paid  in  full  to  the  Illuminating  Company, 
or  at  the  option  of  the  Illuminating  Company,  the  said  liquidated 
damages  either  in  whole  or  in  part  as  the  Illuminating  Company 
shall  determine,  may  be  deducted  from  any  amount  the  Illuninating 
Company  may  owe  the  Machine  Works  for  the  conductors  herein  con¬ 
tracted  for  and  delivered,  and  the  provisions  of  this  section  shall 
apply  to  any  and  all  subsequent  demands  which  the  Illuminating  Com¬ 
pany  may  make  for  conductors  herein  contracted  for  when  or  after 
same  are  deliverable  under  the  terms  hereof. 

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  these  premie 
es  to  be  signed  by  their  respective  officers,  thereunto  duly  authoR 
ized,  and  have  caused  their  respective  seals  to  be  hereunto  attach¬ 
ed  upon  t/he  day  and  year  first  above  v/ritten. 


SCHEDULE  "B* 

OCTOBER  2BTH.  1887  \ 

LIST  OF  MAINS  REQUIRED  FOR  USE  IN  FOURTH  DISTRICT. 
NEW  YORK  CITY. 

No.  90  8000  -  faet 

No.  ,105  1600  -  feet. 

No.  133  3800  -  feet. 

No.  144  3200  -  feet. 

No.  138  2000  -  feet. 

No.  350  750  »  feet. 

No-  400  450  -  feet. 

No.  500  350  _  feet. 

LIST  OF  FEEDERS  REQUIRED  FOR  USE  IN  FOURTH  DISTRICT. 

No.  250  2800  -  feet. 

No.  300  4850  -  feet. 

No.  350  3950  -  feet. 

No.  450  2130  -  feet.  ' 

No.  550  6350  feet. 

LIST  OF  JUNCTION  BOXES. 

Thirty  seven  4  tube  boxes, 

Forty  one  6  tube  boxes, 

10  tube  boxes. 


[ATTACHMENT] 


CONTRACT  For,  . 

- — r-LAYING— 

UmRGROOmCONDUCWt}.<;. 

<  — -  BETVfCENTHE  — 

EO(SONELKrgT?)LL<CO. 

■  EPIg^N'iyiACHINEVyOR^CS^ 
N.  Y. 


[ATTACHMENT] 


FOR  THE  EDISON  ELECTRIC  ILLUMINATING  COMPANY, 


I.  THIS  AGREEMENT,  mmlo  this _ _ day  of...  ^ 

ightBou  liundvod  and  oiglity-sovon,  by  niul  botwoun  tbo  Edison  Eleotiiio  I^jiinati^ 


cost  and  expense  all  tbo  work  required  for  tbo 


[ATTACHMENT] 


AlII.  Tlio  Continotor  sliiill  ijrosecuto  tlio  work  in  tlio  inaiiiior  mul  in  tlio  ordor  inescribed  by 
tho  ExaiN-KEii,  and  in  ease  tbo  work  slmll  bo  iioRlocted,  or  slinll  not  bo  prosooutod  in  nccordaneo  with 
tlio  spociirications  and  this  agroomont,  tho  Esoiseeh  may  so  cortity  in  writing  to  tbo  Company,  wlio 
shall  thoionpon  havo  power  to  doelaro  tlio  oontrnot  torminatod  and  abandonod  by  tbo  Contractor, 
and  may  tboronpon  proceed  to  rolot  tbo  work,  or  comploto  it  in  snob  inannor  as  tbo  Company  may 
think  propor,  and  may  apply  any  nn-onragos  of  payinoiits  or  porcontagos  to  tbo  oxponscs  of  snob 
oomplotion. 


IX.  Tbo  spoeificalions  and  drawings  are  to  co-operato,  so  that  any  work  shown  on  drawings  and 
not  specified— or  specified  and  not  shown  on  drawings,  is  to  bo  done  without  extra  obargu,  tbo  same 
as  if  specified  and  shown  in  full — to  tbo  full  intont  and  spirit  of  tbo  specifications  and  drawings. 

Ilio  Contiiietor  shall  compare  and  verify  all  tbo  dimensions  shown  niion  various  plans  before 
proooodiug  with  tbo  work. 

All  errors  or  discropaneies  must  bo  roforred  to  tbo  Enoineeb  for  bis  donisiou— otherwise  the 
Contractor  assumes  full  responsibility  for  all  orrora— and  will  bo  rocpiirod  to  rnako  necessary  correc¬ 
tions  at  bis  own  expense. 


X.  Tho  Contmetor  will  not  bo  permitted  to  take  advantage  of  any  inooneot  moasuromonts  or 
duuousioiis  or  of  any  misstatements  in  tbo  specifications,  but  it  is  undoi-stood  and  agreed  that  the 
work  is  to  bo  performed  according  to  the  true  intont  and  moaning  of  tbo  specifications  and  plans 
and  to  tbo  entire  satisfaction  of  tbo  Engineeii. 


XI.  Tbo  workmanship  and  materials  of  all  work  to  bo  done  under  tbo  speoifioations  shall  at 
all  times  bo  subject  to  inspection  and  rejection  by  tbo  Enoixeeii. 

XII.  If  any  unfaithful  or  imperfect  work  shall  bo  discovorod  at  any  time  in-ior  to  tbo  final  com¬ 
pletion  and  aoceptanco  of  tbo  whole  work,  tbo  defects  shall  immodiatoly  bo  corroctod  liy  the  Contractor 
at  bis  own  oxponso,  and  to  tbo  ontiro  satisfaction  of  tbo  ExoiXEEn,  notwithstanding  said  defects  may 
have  been  passed  or  overlooked  by  tbo  Inspector. 

XIII.  Tbo  inspection  of  tbo  work  is  not  intended  to  roliovo  tbo  Contractor  from  any  of  bis  obli¬ 
gations  to  oxocuto  the  work  in  a  dnrablo  and  satisfactory  manner  ns  required  by  tbo  Speoifientions. 

XIV.  If  the  Contractor  shall  refuse  or  neglect  to  proceed  iinmedinioly  with  tbo  collection  of 

any  defect,  ns  required  by  tbo  Exoineek,  said  Enoineeii  may  employ  men  to  efleot  tbo  requisito 
corrections  at  tbo  expense  of  tbo  Contractor,  tbo  cost  thereof  to  bo  deducted  by  the  Company  from 
any  moiioys  duo  to  tho  Couti’nctor.  • 

XV.  Tlio  Enoixeeii  may  require  tbo  discharge  from  the  work  of  nuy  ineompotoiit  or  unfaithful 
employeo  who  may  neglect  or  refiiso  to  excento  the  work  in  accordance  with  tbo  Specifications  and  tbo 
d..tct.oi.8  of  tbo  Exoixeeh  ;  and  tbo  Contractor  shall  not  again  employ  such  person  on  any  part  of 
tbo  work. 


XVI.  In  case  tbo  Contractor  shall  not  bo  present  upon  tbo  work  at  any  time  when  it  may  bo  ■ 
necessary  to  give  insti-uctions,  tbo  foreman  in  cliargo  for  tlio  timo  boing  slmll  receive  and  obey  any 
orders  that  tbo  Exoineeb  may  give. 


XVII.  If  tbo  Contractor  shall  become  banki-upt  or  insolvent,  or  assigns  bis  property,  for  the 
benotit  of  croditm-s,  or  shall  become  otlionvise  unablo  to  can-y  on  tho  work,  or  shall  neglect  or 
refuse  to  promote  tbo  work  with  such  dispatch  ns  is  thought  propor  by  tbo  Enoineeb,  it  shall  bo  lawful 
for  the  Company  to  empower  tbo  Enoineeb  to  employ  sueli  other  poison  or  persons  ns  bo  may  see  fit 
to  finish  and  complete  tbo  |pvoral  unfinished  portions  of  tbo  work,  firat  giving  notice  in  writing  of  tbo 
intention  so  to  do  tlireo  days  boforo  employing  such  person  or  persons.  Such  notice  to  bo  loft  either  at 
tbo  Contractor’s  oflico  or  place  of  residonco,  and  tbo  amount  or  amounts  of  any  alterations  that  may 
bo  so  contracted  shall  bo  deducted  from  any  moneys  that  may  bo  duo  or  owing  to  tbo  Contractor. 


[ATTACHMENT] 


XVIII.  Tlio  contractor  will  not  sublet  the  whole  or  any  portion  of  the  work  to  any  sub¬ 
contractor  without  having  flint  obtained  the  written  consout  of  the  Enqineer. 

XIX.  It  is  agreed  that  should  any  dispute  arise  as  to  the  true  construction  or  moaning  of 
drawings  or  specifications,  the  same  will  bo  decided  by  the  Engineer,  and  his  decision  will  bo  final 
and  conclusive.  But,  should  any  dispute  arise  respecting  the  value  of  extra  work,  the  value  of  the 
same  will  bo  estimated  by  two  oxliorts,  one  to  bo  named  by  the  contractor  and  one  by  the  company. 
These  two  will  have  iiowor  to  choose  n  third  whoso  decision  will  be  binding  upon  all  parties  to  this 
agreement. 

XX.  The  Contractor  agrees  that  ho  will  begin  the  work  within  o2.  houi’s  after  receiving 

notice  in  writing  from  the  Enoineeu,  and  will  prosoouto  the  same  in  ncoordanoo  with  the  provisions 
of  the  Specifications  and  the '  directions  of  the  Engineer,  and  will  coinplolo  such  sections  and  divis¬ 
ions  of  tlio  work  as  the  Engineer  may  direct  within  days  from  date  of  said  notice. 

XXI.  It  is  mutually  agreed  between  the  parties  hereto  that  no  certificate  given  or  partial 
payment  made  under  this  contract  shall  bo  a  conclusive  evidence  of  the  performance  of  this  con¬ 
tract,  either  wholly  or  in  part  against  any  claim  whichvtho  Company  may  make  for  unsatisfactory 
work,  or  to  any  suit  or  pi-occcding  whatever. 

It  is  agreed  that  the  Company  shall  retain  until  final  settlement  a  sum  equal  to  len  per  cent. 
pf  the  amount  due  on  each  individual  payment  to  the  Contractor. 


XXII.  The  party  of  the  firat  part  agrees'  to  pay,  and  the  party  of  the  second  part  agrees  to 
receive,  ns  full  compensation  for  all  work  done  and  materials  furnished  under  this  ngi-eement,  and  in 
ncoordnuco'with  the  plans  and  specifications  the  following  sums,  to  wit : 


^ 


XXni.  Tlio  party  of  the  second  part  fui-tlier  agrees  that  he  will  present  to  the  pivrfcy  of  the  lirsfc 
part  fixll  and  satisfactoiy  evidence  that  all  just  liens,  claims  and  demands  of  the  employees  of  the  said 
})arty  of  the  second  part,  or  of  parties  from  xvhom  materials  used  in  the  construction  of  the  xvork 
may  have  been  procured,  are  fully  satisfied,  and  that  the  xvork  done  under  this  agreement  is  fully 
released  from  aU  such  liens,  claims  and  demands  before  the  said  party  of  the  second  part  will 
doraniul  or  shall  receive  final  payment  nndor  this  agreement. 


[ATTACHMENT] 


XXIV.  Thu  iippoiulotl  Specifications  shall  be  considorocl  a  part  of  this  agi-oomo 


wiiEunop,  the  parties  hereto  have  set  their  liaiuls  aiul  seals  this  ^  V 
Bighteen  Huiuli'cil  nhcl  Eiglity-sovoii. 

THE  EDISON  ELECTHIC  ILLUMINATING  CO.  OF  li.  J 


. [SEAL.] 

fy-fl  ,Tr-i IXStSV^ 


[ATTACHMENT] 


Edison  Electric  Light  Co., 

■  General  Superintendent's  Office, 

Roon-x  63,  16  and  IS  Broad'  Street. 

T'ork, . . ..1SS7. 


SPECIFICATIONS  FOR,  THE  FAYING  OF  UNDERGROUND  ELECTRIC 
CONDUCTORS  FOR  THE  EDISON  ELECTRIC  ILLUMINATING 
COMPANY  OF  NEW  YORK. 


Yoil-  ^Tr  “"S  faotoiy-transpoitntion  to  ^4v  ’ 

hiE  tubhiL  T^’  «>“  ‘‘“'“''as  "-bcto  they  nro  to  bo  laid,  laying  and  connoot- 

■i>g  tnbing  nnd  junction  boxes  jirtho  trenebos,  mid  filling  tube  coimootion  boxes,  oxtoiision  of 
foodoi.s  inside  of  stnUoii  to  point  of  junction  in  station  with  tl.o  condiictoi^  coming  from  the  re- 
spocfcivo  feeder  equalizers. 


II.  The  maps,  plmis,  nnd  electrical  dctorniinatioiis  filed  with  these  spooifications  nro  to  be 
oonsidorod  part  nnd  parcel  tiioroof.  .  oincations  mo  to  bo 

as  ‘’'■“>'■■"68  of  ‘lotails  in  exemplification  of  these  specifications  wiU  bo  fiiriiished 

those  ’11““?  ‘  ?  "“‘fotstood,  that  any  such  additional  drawings  shall  bo  of  equal  force  with 

.those  now  nttttohod  to  this  specification.  1  uo  wicu 


IV.  All  tools,  in 


fornished  and  maiiitainod  by  tho  ■ 

Iirotoelion  •  Ti  “**  “0“088»1T  night-lights,  watchmen  and  signals  for 

inn Iv  T'f  '“®r  •  Contractors  at  their  expense  To ' 

apply  to  ooiidiiotoi's  mid  not  to  trench.  peuso.  io 

1  icea  itmii  I’^vido  that  the  Contractors  for  laying tilbing shall  take  all  necessary-. 

ncemitions  to  protect  the  conductors  and  inatorinls  which  are  the  property  of  the  Illuminating;^ 

ni  f./  °  have  tho  s,irj#‘ 

quantities  which  may  be  laying  in  the  streets  si.niciently  giimxled,  so  that  the  public  be  proteetec^' 
against  liny  danger  therefrom.  J'loieoteci 

inonertI'o!'!“°°™TV'f  ^ay  <lami.ge  to 

tioiis-^  •  .1  “■  niatorinl  coiinoctcd  with  tho  work  described  in  these  speoifiea- 

ENOixn'nir  *  ®“™P*““°"  °f  and  its  ncooptaueo  by  tho 


iig  or  tompomry  structures  which  ho  may 


AT.  Tho  Contractor  must  furnish  all  necessary  stagii 
require  to  prosociito  his  work.  ° 

VII.  Tlio"Coiitrnctor  agrees  that  ho  will  commenco  the'  work  within'  tiventy-four  liours'of 
he  signing  of  this  contract,  and  will  prosecute  tiic^une  with  thw^^test  dispSteli,  miduit'h'such  a 

co  of  noirnswiU  complete  tho  work  at  such  date^s  thd  ExaiNEEiLimy  direct.  '  •  ’ 

ilio  Coutractois  must  airange  to  supply  on  doinmid  a  sufiicioiil  force  of  men  to  lay  coimiloto 
a  maximum  of  two  miles  of  tubing  per  day  of  twenty-four  horns.  -  -  ’ 

VIII.  The  work  shall  bo  prosecuted  in  such  a  manner  ns  to  cause  ns  little  inoonven’ionco  ns 

piactieabie  to  public  travel  and  to  property  ownera  on  the  lines  of  streets  mid  avenues  where  tho 
tubing  IB  hud.  The  oi-dor  in  which  tho  work  shall  bo  prosecuted,  nnd  tho  sections  which  shall  bo 
fust  laid,  will  bo  indicated  by  the  ENbiXEEn.  If  i-eqnired  by  tho  Exgkeeu  the  work  will  bo  prosecuted 

^ntiiiuous  y  day  and  night  on  any  particular  portion  thereof  until  its  completion.  The  contractor 
IS  to  fnniish  such  a  force  of  men  as  in  the  judgment  of  the  Enqineei,  is  necessary  to  prosecute  tho 
work  with  satisfactory  speed. 


[ATTACHMENT] 


IX.  Tlio  Enoineeii  will  give  nnj’  ilircctions  or  oxpliiuationa  required  to  complete  or  give 
proper  and  duo  effeot  to  tlio  jirovision  of  the  speeificationa,  and'  will  appoint  such  assistants  and 
inspuetors  as  ho  may  doom  ncccssaiy  to  secure  compliance  n*itU  the  sumo. 

X.  The  Enoineeh  shall  dotermino  all  questions  that  may  arise  in  regard  to  lines,  levels, 
dimensions,  materials,  workmanshix)  and  execution  of  the  work  coiitoinplated  under  the  speei- 
lieations. 

XI.  In  case  the  work  shall  ho  neglected,  or  shall  not  bo  xiroseented  in  accordance  with  tlio 
speoiiicationa  and  this  agreement,  the  ExoixEEn  may  so  certify  in  writing  to  Hie  Company,  who 
.shall  thorenpon  have  power  to  declaro  the  contract  torimiiatod  and  abandoned  by  the  Contractor, 

■  and  may  thorenpon  iirocood  to  rolot  the  work  or  conqileto  it  in  such  manner  ns  the  Comimny 
miiy  think  jiroper,  and  may  njqily  any  arronragos  of  iiaymonts  or  iioreontagos  to  the  oxiJonsos  of  such 
completion. 

XII.  The  workmanship  and  materials  of  all  work  to  bo  done  under  the  spooitioations  shall  at 
all  times  bo  subject  to  inspection  and  rejection  b^’  the  Esoineek. 

XIII;  If  any  nnfaitlifnl  or  imperfect  work  shall  bo  discovered  at  any  time  prior  to  the  final 
oomplotion  and  acooptanco  of  the  whole  woi-k,  the  defects  shall  immodiatoly'bo  oorrootod  by  the 
contractor  at  his  own  expense,  and  to  the  entire  satisfaction  of  the  Enoixeeb,  notwithstanding  said 
defects  may  have  boon  passed  or  overlooked  by  the  inspector. 

XIV.  Tho  inspection  of  the  work  is  not  intended  to  relievo  the  Contractor  from  any  of  his 
obligations  to  oxoonto  sound  and  dumblo  work,  as  i-oqnirod  by  tho  spooifioations. 

XV.  If  the  Contractor  shall  rofnso  or  nogloct  to  in'ocood  immediately  with  tho  corrootiou  of 
any  defect,  ns  required  by  tho  Exoineeb,  said  Exoineeb  may  onqiloy  men  to  oftoot  tho  requisite 
corrections  at  tho  expense  of  tho  Coutmctor,  tho  cost  thereof  to  bo  deducted  by  tho  Company  from 
any  moneys  dno  to  the  Contractor. 

XVI.  In  ease  the  Contractor  shall  not  bo  present  upon  tho  \rark  at  any  time  when  it  may  bo 
necessary  to  give  instrnotioiis.  tho  foreman  in  charge  for  tho  time  being  shall  receive  and  obey  any 
orders  that  tho  Enoixeeb  may  give. 

XVn.  Tho  Enoixeeb  may  require  tho  discharge  from  tho  work  of  any  inoonijiotont  or  nu- 
faithful.emploj'eo  who  may  neglect  or  rofnso  to  execute  tho  work  in  accordance  with  tho  specifica¬ 
tions  and  tho  directions  of  the  ExoixkEB ;  and  the  Contractor  shall  not  again  employ  such  person 
on  any  part  of  tho  work,  without  tho  consent  of  tho  Enoixeeb. 

Xnil.  DAILY  BEEOKTS.  The  Contractor  is  to  furnish  tho  Enoixeeb  or  his  ropresouta- 
tivo,  a  daily  report  of  tho  iminber  of  feet  of  each  size  tubing  laid  during  tho  previous  twontj'-four 

XIX.  TBAXSPOIITATION.  Contractor  is  to  load  tho  tubing,  the  fittings  insulating  com¬ 
pound,  and  all  materials  on  board  tho  care  at  factory  in  such  quantities,  and  in  advance  of  such 
times,  as  they  are  required  for  use  in  Now  York.  Ho  is  to  pay  all  chaigo  for  freight  to  Now  York 
City.  Ho  is  to  furnish  all  necessary  trucking  facilities  and  labor  for  handling  in  Now  York  City  to  . 
deliver  tubes  and  materials  at  sides  of  trenches  where  they  are  to  bo  laid. 

XX.  Tho  oxcnS'ation  of  trenches,  tho  refilling  of  same  and  ixijiaving  of  streets  is  to  bo  done 

under  a  separate  contract.  •  . 

XXI.  LOCATION  OE  TBENCHES.  The  trenches  containing  tho  tubing  will  bo  located 
about  two  foot  from  the  curb  lino,  and  on  one  or  both  sides  of  tho  street  as  indicated  by  tho  ])lans. 
Tho  excavation,  refilling  and  paving  of  streets  will  bo  in  tho  bonds  of  a  contractor  who  has  agi'eod 


[ATTACHMENT] 


to  do  this  iioi-tion^ot  tlio  work,  all  of  wliioli  is  to  bo  doiio  niulor  tlio  siiiiorvision  of,  and  ns  dirootod 
by,  tbo  ENOiNiailt.  All  tvoiicbos  will  bo  in-ompHy  rbiillod  by  traiicli  Ooiitractor  ns  fast  ns  tho  .tubing 

XXTI.  CITY  llEGULATIONS.  Tlio  liniulliiig  of  tubing  niicl  mntorials,  and  all  work  rolatiiig 
tho.„ti,,  mi.nt  bu  doiio  111  cniiipliaiico  with  tbo  rognlatioiis  ostnblisliod  by  tlio  Dopnrtniont  of 
Vtibliu  AVorks  of  tbo  City  of  Now  York.  Tbo  Goiitrnctor  sliall  iniincdintcly.  romovo  all  surplus  ijia- 
torial  ns.  fast  as  laying  is  liiiisbod.  •  " 

XXIII.  LAYING  TUBES.  Tbo  oloctrlc  tubes  aro  to  bij  laid  in  tbo  tronobos  on  a  lovol-  bed¬ 
ding  tamped  solid  at  boltom^of  treiieb. 

As  far  ns  is  found  pmotieablo,  tbo  tubo.s  aro  to  bo  laid  froo  from  ooiitaot  with  gas,  water, 
Kowor,  steam  or  any  otbor  ]mblic  or  privato  uiidorground  system  of  soiwieo.  Spooinl  onro  must  bo  . 
taken  to  romovo  all  stones  or  sharp  rooks  in  bottom  of  troiieb,  or  from  tbo  tilling  dirt,  wbioli  might 
wear  against  tubes  and  cut  Ibrangb  Ibom. 

•  lliO  ooiitniut  and  spocibeations  for  oxcavnting  tbo  troiioli  arc  iiiidorstood  to  moan  that  tlio 
troneli  Contrnotor  is  to  propnro  tbo  trouoli  for  laying  tlio  tubes.  If  tbo  tronoli  is  liot  found  in 
proper  condition  when  tbo  tubes  aro  to  bo  laid,  tbo  Contrnotor  for  tbo  trouobing  is  to  bo  oallod  on  to 
ninko  tho  tronoli  satisfactory  for  tbo  laying  of  tlio  tubes. 

Snob  bonds  in  tubes  as  may  bo  iiocossnry  to  mnko  to  avoid  obstructions  must  bo  oarofiilly 
nindo  at  tbo  oxponso  of  contractor  who  lays  tubes. 

LAYING  CONNECTING  BOXES.  Tbo  bottom  of  troneb  being  lovol  to  roooivo  tlio 
soetions  of  tnbo.s,  a  special  oxcnvntioii  of  slight  depth  must  bo  mndo  to  roooivo  tlio  nndor  half  of  oon- 
noeting  box  at  oaeli  point  wboro  two  loiigtbs  of  tubing  join,  so  that  wboii  tbo  tronoli  is  filled  in,  no 
strain  may  coino  on  tbo  tube  wbicb  would  tend  to  force  open  tbo  boxes. 

AXA  ,  PAllALLElj  TUBES  IN  SAllIE  TRENCH.  AVboii  two  or  more  lines  of  tubing  aro 
laid  parallel  in  tlio  samo  tronoli,  tbo  coiniocting  boxes  iiiiist  bo  staggotod  so  ns  to  tnko  up  tbo  least 
width  in  bottom  of  treneb. 

REEDERS.  A  portion  of  each  fcodor  will  bo  cables,  and  a  iiortion  of  oaob  feodor  mil  be 
electric  tubing.  Tlio  Contractor  is  to  inako  all  oloetrical  coiiiiectioiis  botwebii  cables  and  tubing  to 
tho  satisfaction  of  tbo  Esoixeeb.  •  '  ■  “ 

XXAT.  JOINING  CONDUCTORS.  Tbo  individual  loiigtbs  of  copper  eoiiduotors  must  bavo 
tbo  most  porfeot  electrical  joint  coiiiipctiug  tbom. 

Those  are  to  bo  iloxiblo  copper  conductors  with  sloovos  at.  oneb  oud.  The  inside  of  sleeves 
must  bo  tboroughly  tinned,  and  tbo  ends  of  tbo  copiior  oondiictoi's  at  tboir  exit  from  tbo  tube  must 
bo  perfectly  tinned. 

Tho  sloovos  must  mnko  close  fit  on  tbo  eopiior  rods,  but  hot  so  tight  that  tbo  molten  solder 
eaiinot  rcneb  all  portions  of  tbo  joints.  Only,  soldoring  salts  aro  to  bo  used. 

XXVII.  SOLDERING  CONNECTIONS.  The  .beating  of  the  inotal  is  to  bo  done  with 
clean  blast  torobes,  and  before  boating  tho  niotnl  must  bo  wiped  olonn  and  dry. 

Tbo  metal  must  bo  boated  to  such  a  tompomtiira  that  soldor  will  flow  boforo  any  soldoring 
lluid  is  applied.  '  ■  "  • 

Tho  soldoring  fluid  must  always  bo  clean. 

Tho  soldor  shall  bo  strip  soldor  of  tho  best,  quality  of  bard  white  soldor,  and  must  flow  freely 
and  mnko  a  perfect  sweat  joint  at  400  degrees  Fnbronboit. 

XXAUII.  At  tbo  time  of  soldering  connections  between  conductors,  when  tbo  conductor  has 
beoomo  siillieiontly  boated  for  tho  soldor  to  flow  and  sweat  tbo  joint,  tbo  flame  of  tbo  blast  torch  is 
to  bo  discontinued,  so  that  tbo  copper  is  not  boated  to  an  excessive  tompornturo  which  shall  tend  to 
destroy  tbo  porfoot  insulating  qualities  of  tbo  rnbbor  plugs,  or  of  tbo  compound  in  tbo  tubing. 

XXIX.  Tho  ends  of  tbo  .copper  conductors  must  bo  thoroughly  boated  to  a  slightly 
bighor  than  tbo  molting  point  of  tho  soldor  before  tbo  solder  is  applied,  and  tbo  soldor  must 


[ATTACHMENT] 


bo  ni, plied  wl,e„  tlio  eo.ulnoto™  «ro  et  thin  heat  so  that  it  will  flow  frooly  and  n.ako  a  poifoot  sweat 
joint,  iho  sni-phis  solder  must  bo  wiped  off  with  a  eloaii  rag  boforo  it  liaidons  on  the  eopper.  Caro 
must  ho  taken  that  the  joints  ai-o  not  jarred  during  tho  time  that  the  solder  is  sotting  and  cooling. 

XXX.  INSULATION  AT  JUNCTIONS.  Tho  copper  coudnetors  having  boon  soldered. 

10  I>lng8  in  tlio  ends  ot  tlio  tubes  uro  to  bo  carefully  scrajiocl  to  roiiiovo  any  carbonized 
matonals  ;  tho  ends  of  the  tnbos  are  to  bo  cloanod  ot  iniul  or  sand  that  may  bo  on  thorn;  and  they 
aro  then  to  bo  coated  with  the  host  quality' ot  high  insulation  japan  varnish,  bettor  than- that  used 
HI  the  coiistriiction  ot  tho  tubes;  tho  plugs  aro  also  to  rocoivo  a  thorongli  coating  ot  this  japan. 

Tho  eonnoction  boxes  with  thoir  proper  clamps,  aro  thou  to  bo  placed  in  position  and  bolted 
togotlier  HO  as  to  bo  tight  at  all  tho  joints. 

Ill  lining  tho  connecting  boxes,  tho  compoiiiid  is  to  bo  very  hot  and  ponrod  slowly;  tlio 
boxes  when  full  aro  to  bo  then  allowed  to  cool.  'Whon  tho  compound  has  cooled,  tho  boxes  nro  to 
lio  rolillcd  to  ovorllowing  imd  securely  plugged. 

tubing 


XXXI.  PllOTECTION  OF  TUBES.  After  tho  tubes  nro  laid 
twcoii  sections,  a  croosoted  iibink  of  ono  and  a  halt  inches  thickness  is 
loiidiiig  from  clamp  to  clanii)  to  protect  them  froiii  mocliaaical  injury, 
tlio  tiibos,  it  is  to  bo  blocked  up  in  horizontal  position  so  that  whon  I 
will  rctnin  its  con-oct  jiosilion. 


and  tho  junctions  mado  bo- 
to  bo  laid  ovor  tho  tubes  ox- 
Whoii  tho  plank  is  laid  ovor 
tho  Hlliiig  is  dono  tho  plank 


sbow.  ^  i'>  tho  approxiniato  positions 

she, Ml  on  tho  maps.  They  aro  to  bo  lirmly  sot  on  a  solid  bottom,  and  at  such  a  depth  that  tlioir  top 
0011108  just  oven  with  street  pavomont  ^ 


tub!.  tliemwatoi-tightatallthojunetionsottho 

t  ibi  1  Iho  teedoi-8  and  mams  aro  to  bo  joined  in  tho  inanliolcs  aceordiiig  to  tho  rogiilar  svstom  of 
electric  tnbmg.  o  - 

XXXIV.  SAFETY  CATCHES.  The  system  of  oleetrie  tubing  is  to  bo  fitted  out  with  tho 
piopor  supply  of  safety  e, itches,  according  to  the  list  fiirnUhod  by  tho  Eiigiiieoring  Dopartmorit.  A 
comp  eto  sot  of  diiphcato  safety  catches  are  to  bo  supplied  and  labeled  for  such  divisions  of  the 
iiiidorgi-ouiul  systom  us  they  apply'  to. 

XXXV.  STATTON  ENU  OF  FEEDEBS.  The  feedora  at  tho  station  end  aro  to  bo  broimbt 
0  lio  basomoiifc  of  tho  station  through  tho  walls  of  tho  vaults  under  tho  sidowaUc  in  such  a  nmu 
1101  ns  18  indicated  on  tho  plans  funiished  by  the  Enoinkeh. 

Tlio  fcodors  aro  to  extend  iusido  of  tho  walls  of  the  vaults  twelve  iiichoi 
bo  agreed  upon  when  tho  work  is  being  done.  ' 


IinmhttioiMMi-ettblos 


)d-of-by-EN« 


inll-biMvt-leHBt-lifty-pes. 


tlie-emidimtoBwii-tlio-statioii^ming-froiii-tho- 


XXXVII. 


^-0<Majanglfinn_n>r||^c|] 

liod-and-polishod-aiid-porfectly 


[ATTACHMENT] 


Encli  (Inj’.boforo  alino  is  roiiommoiineil,  an  oloctrical  test  is  to  bo  mnao  by  tlio  eon  tractor  iiiuler 
tho  supervision  of  tbo  ENaixieiiii  or  liis  Inspector.  Siieli  oloctrical  test  is  to  prove  tlio  perfect 
eloctnoal  coii.litioii  of  tbo  system  as  far  ns  laid.  Similar  tests  of  linos  already  laid  aro  to  bo  mado 
by  tho  contractor  rvbon  so  desired  by  tho  ExaiNEHii.  Such  oloctrical  tests  aro  to  piovo  tho  porfoot 
olootrioal  condition  of  tbo  system  as  far  as  laid. 

Beeord  of  test  is  to  bo  furnished  with  daily  report. 

XXXIX.  'i'ho  specifications  and  drawings  ai’o  to  co-operato  so  that  work  shown  on  tho  draw-, 
ings  and  not  spociBod,  or  specified  mid  not  shown  on  tho  dmwings,  is  to  bo  done  without  extra 
charge,  tho  same  ns  it  specified  and  shown  in  tnll,  to  tho  full  intent  and  spirit  of  tho  spocifications 
and  drawings. 

XL.  Duo  notice  is  to  bo  given  to  tho  Contractor  tor  tho  tronoli  work,  and  to  tho  Contraotor 
for  laying  conductore,  ns  to  the  loeation  of  tho  work  which  is  to  bo  pmsnod  at  a  certain  time,  so  ns 
to  ensure  the  oxocntion  of  each  coiilrnctor’s  imrt  in  progressing  tlio  work  witliont  any  conflict  or 
delay. 

Tho  Company  is  to  soenro  tho  right  of  way  from,  tho  city  authorities  for  tho  opening  of  tho 
streets,  and  also  to  settle  all  disputes  which  may  arise  between  tho  contractors  and  tho  Dopnrtmoiit 
of  Public  AVorks. 


XLI.  Tho  oiitiro  system  of  underground  conductors  is  to  bo  tnrnod  over  to  tlio  Edison  Electric 
Ilhumuating  Company  of  Now  York,  in  perfect  working  condition  from  tho  station  ends  at  tho  'bus 
conductors  to  tho  oxtroino  limits  of  tho  tubing  ns  laid  in  tho  district.  Tho  olootrical  condition  of  tho 
underground  system  and  its  mcclmiiicnl  construction  is  to  be  of  tho  best  character  known  to  tho 
business  according  to  tho  present  state  of  tho  art. 


ftkSVI-EiiyjBr-H  in  agreed  (hat  weekly  pi»ym6nts-ehatl-be-niiMle-t<>4h»-eont.rnotoaot 

SMrty^ioiMienb-oE.tho-valuos.ot.tho-work-rlone-rluring-the-pi'evious-wookrsnid-valus.to-be-estinmted. 

by-tlifrd3M(HjiBnii,.aiid-tliat-oii-tli(wioi»iplotia.»-oe.Uia-im,i,t;_i„  ftoonrilnu"'-  -itli  tli"Tn  nunTifinatiniio. 

tjweitty-per-oent.-ndditionol-6hall.bo.pnid-ns.oertitied-by-tho-Es(»isBRiirnnd-th6.final-twenty-pei>-oent,. 

Kdditioiinl-6li8ll-be-paid-«i«tjMlays-aft«p-tho-S3!Bteiii-i8-4n-aotrral-oporatioa-«atlwma»nt-from4he 

dynamos. 

The-final-paym©ut-ou-layiiig-ot-uiiderground-8ystom-i8-to-ba-mado-only-:on-the— EncunhbiiJs 
eertifioat^tliat-tlie-systom-is-in-porfecUonditionrOnd-acooptable-to-tho-Gompaiiy. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


agreement 


Thomas  A  Edison’ 


Edison  Phonograph  Company. 


€ 


OCTOBER  28,  1887. 


^gVCCMVCnt,  Iiinile  this  28tli  day  of  Ootobor,  1887 
batweeii  Thomas  A.  Edison,  of  Llewellyn  Park,  in  the  State 
of  Non-  Jersey,  party  of  the  firet  part,  and  the  Edison  Pho- 
NOGIIAPII  COMI-ANV.  a  company  oiRaiiised  and  existing  under 
the  laws  of  the  State  of  Now  Jersey,  iiarty  of  the  second 
part. 


Whereas,  the  party  of  the  first  part  has  made  certain  i 
veutions  relating  to  “  Phonographs,”  which  are  fully  sot  o 
■  and  described  in  the  following  Lottera  Patent  of  the  Uniti 
States  and  of  the  Dominion  of  Canada,  and  applications  f 
Letters  Patent  of  the  Dnitod  States,  viz. :  Letters  Patent 
the  United  States  No.  200,621,  dated  February  9th,  1878,  f 
an  “Improvement in  Phonograph  or  Speaking  MnohiiiM 
Letters  Patent  of ,  the  United  States,  No.  213,654,  dnt 
March  26th,  1879,  for  an  “  Improvement  ir  ' 


i 


[FROM  -MR.  EDISON'S  PHONOGRAPH  CONTRACTS,"  CAT.  1402J 


amiilia  ; "  Lottui's  Putont  of  tlio  Unitud  Stiitoa  No.  ‘227,07!), 
divtofl  May  18th,  1880,  for  the  Phonograph.  A.pplioatioii  for 
Loiters  Pateut  of  the  United  States  for  “  An  Improveraoiit 
in  Phonograplis,"  filed  Ootober  lOtli,  1887,  serial  No.  252,- 
800.  AiipUoation  for  Lottera  Patent  of  tlie  United  States, 
for  an  Iniprovoraeut  in  Phonogi'aphs,  filed  October  21st, 
1887,  serial  No.  252,004.  Letters  Patent  of  the  Uominioii  of 
Canada,  dated  Ootober  17th,  |J^87',  and  No.  8020,  and  Lettoi's 
Patent  of  the  Dominion  of  Canada,  dated  October  19, 1878, 
and  No.  9282  i  and  /.f  77 

IVinsiiKAS,  by  tliu  use  thereof  complete  and  entire 
lunoliinoa,  horoinafter  called  “  Phonographs,”  capable  of 
recording  and  reproducing  articulate  spoeoli,  and  adapted 
and  designed  for  general  commercial  purposes  can  bo  made  ; 
and  the  invention  or  principle  of  the  Phonograph  can  bo  used 
and  employed  as  an  adjunct,  appendage,  feature  or  part  of 
various  moclmnisms.  devices  and  things  ;  and  the  party  of 
the  second  part  lias  been  organized  witli  tlie  view  of  exploit¬ 
ing  and  introducing  said  “  Plionographs,”  and  of  causing 
tile  use  in  and  application  of  the  principle  and  invention  of 
the  Plionogrnpli  to  sucli  devices,  moclianisms  and  tilings  us 
it  may  be  with  value  applied  to,  used  lu  or  in  connection 
with,  in  the  United  States  and  Canada,  and  to  tliat  end  is 
desirous  of  acquiring  all  the  right,  title  and  interest  of  the 
said  party  of  the  first  part  in  and  to  the  Letters  Putont  and 
applioation  for  letters  patent  aforesaid,  and  the  inventions 
tlioroin  severally  described,  and  in  and  to  any  improvements 
thereon  or  now  inventions  ho  may  make  relating  tliereto 
within  five  years  from  the  date  hereof.  ’  .  ' 

lloxu  it  is  iiavcetl  its  foUottis  : 

First.  Tlie  party  of  the  first  part  for  and  in  consid¬ 
eration  of '  eleven  thousand  nine  hundred  and  sixty 
shares  of  the  capital  stock  of  the  party  of  the  second, 
part  dul3'  issued  and  delivered  to  liiin,  and  for  which 
he  has  subscribed  at  par,  and  in  full  satisfaction' 


thereof,  hereby .  agrees  to  trausfhr,  assign  and  sot  over, 
and  by  those  presents  does  transfer,  assign  and  set 
over  unto  the  said  party  of  the  second  part,  his  entire  right, 

■  title  and  interest  in  and  to  the  letters  patent  and  applica¬ 
tions  for  letters  patent  heroinbetore  mentioned,  and  in  and 

to  the  inventions  therein  severally  doseribod.  And  further  )  < 
agrees  that  for  g  period  of  five  years  from  the  clafiTlrereof,  ■ 

■'  lr5~n-iU'<leyoto  a  rea'gonablo  anioniit~'of'~hi8  SiioT' rofet'ence  '  ^ 
beiiijhnd  to  his  piirauits,  toward'^6rrooting"7ind"improviug  i 
.  the  inventions  aforesaid,  and  enlarging  and  oxtouding  tlio  i 
use  and  application  thereof.  I . 

And  in  ease  any  new  or  further  inventions  relating  to  the' 

■  said  Phonograph,  or  by  means  of  which  the  use  or  application  \ 
thereof  is  extended  or  enlarged,  arc  made  by  him  within  tlie  ( 
period  mentionod,  ho  will  promptly  advise  the  company  ( 
tlieroof,  and  will  fortliwith  prepare  and  execute  the  neoes- 1 
nary  papers  to  obtain  Letters  Patent  of  the  United  States! 
and  tho  Dominion  of  Canada  thereon,  and  will  assign,  the  I 

■  said  applications  and  tho  letters  patent  to  be  granted! 
thoreoii,  to  tho  said  compaiy'.  Pmuidal,  Imwtvar,.  tlnik.all  //  " 
costsjind  diui-gos  ofpbtaiuing  such  patents  and  all  costs; 
and  cliiirgos  incurred  in  experiments  shall  have  first  been  ; 
paid  to'  tho  said  Edison  by  tho  company.  If  after  the  filing 
oniiiy  applieatiou,  an  interference  bo  declared  with  some 

•  other  iiending  application,  tho  cost  of  conducting  such  intor- 
fereuce  shall  bo  mot  by  tho  company. 

Should  any  of  tho  patents  owned  or  to  bo  owned  by 
'  the  company,  be  at  any  time  infringed,  suits  shall  at 
oiicu  bo  brought  by  the  company  against  siicli  infringees 
‘and  prosecuted  to  final  hearing  with  the  utmost  vigor. 

Seconh  ;  Tliejiartj’  of  tho  second  jiart  hereby  grants  and 
gives  unto  the  said  Edison  "tho 'oxolusivo  righCauthority  and 
license,  under  each  and  oven’  thu"Iettor's  patent  and  appli- 
'(iatioiia''ufor^id,  ^o  iirunufaoturo'.tlurjiiivoiitionsrthoroiu 
‘Severally 'describe^^SJgp^ds^^li^l  ii  "'>d  grant  aml_givo 

nutd’ tlie,Baid ..Edison, a  similnr-licouso  under  ouch. and  every 
letters  patoift  upon  inventions  of  the  said  Edison,  or  others 


[FROM  -MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


6 


Uoi'oaftor  iicquiioil  by  it.  Aucl'tlio  siiid  Edison  liuroby  iigroiiN 
that  ho  will  forthwith  oqiiiii  mid  furnish  a  factory  suitablo 
for  tiiu  iimiiufnoturo  of  Phonographs,  and  tho  Kupplios  nooos- 
snry  thcrofor,  and  cnpablu  of  supplying  tlio  dommids  of  tlio 
company,  and  that  lie  will  promptly  moot  and  fill  all  tho 
ordoiH  of  tho  sidd  company,  and  will  dolivor  to  it  all  Phono¬ 
graphs  and  supplies  so  ordorod,  at  tho  actual  cost  of  tho 
manufaoturo  thereof,  plus  twenty  per  cent,  of  such  cost ;  cost 
of  manufnoturojiqing  dooniod  to  includo  jjost  of  labor  nml  ‘ 
inatofird,'7ind  general 'expens'd.  No  right  or  authority  is 
lioreliy  givoiror  intended  to  be  given  to  tho  said  Edison  to, 

1  and  ho  horoby  agrees  that  ho  will  not  sell  tho  said  Phono- 
:  graphs  and  supplies  so  to  bo  manufactured,  to  persons  othor 
j  than  tho  coinpmiy,  save  by  its  direction  and  with  its  eon- 
I  sent.  This,  however,  shall  not  provoijt  tho  said  Edison  from 
soiling  said  articles  fur  export.  In  ease  tho  said  Edison 
should  fail,  or  nogloot  to  moot  tho  orders  of  tho  said  eiiin- 
pnny,  and  should  such  default  eontinuo  tor  a  period  of  six 
months,  or  should  said  Phonographs,  or  supplies  bo  made  in 
an  unsltillful  and  nnworknianbko  niannor.  thou,  and  in  sueh 
case,  the  company  shall  have  tho  right  to  lioonso  othor  man¬ 
ufactures  and  to  purehaso  said  Phonograiihs  and  supplies 
thorotroin,  to  such  an  extent  only  as  will  make  up  the  do- 
fieioiioy  botwoon  what  aro  supplied  by  him  and  tho  numbor 
previously  ordorod  from  said  Edison,  and  should  the  said 
Edison  for  a  continuous  period  of  one  year  make  default  in 
mooting  tho  ordoi's  of  tho  said  company,  thou,  and  in  such 
case,  tho  company  shall  hove  the  right  to  build  and  equip  a 
factory  for  tho  mnnufnoturo  of  such  articles.  Tho  original 
eonstruotum  and  equipment  of  said  factory  not  to  bo  in 
excess  of  tho  then  demands  of  tho  business  and  not  to  bo 
thoroaftor  enlarged  without  tho  further  default  of  tho  said 
Edison  in  tho  promises. 

Tiiinn  :  Tho  party  of  tho  second  part  agrees  that  it  will 
exploit  and  develop  tho  business  of  soiling  and  iiitrudneing 
tho  said  Pliouographs  in  tho  United  States  and  Oanndn,  ami 
will  uso  its  best  endeavors  to  secure  tho  use  and  adoption 


tr 


thoroiii  of  such  inventions  as  are  herein  assigned  to  it,  or  as 
it  may  hereafter  acquire  for  nil  purposes  to  whioh  they  or 
any  of  them  may  be.applionblo. 

On  nll^“  Phonographs  ”  ^or  aupplioa  sold  by  the  comnaiiY.  ^ 

thoy^i^_ei_L__  - ^It.  is  nr^ 


oTtho  cost  thereof  to  the  cc 

bnntomplura'tlmriho  said  Edison  slinil  mnnufaoturo,  or 
company  deal  in  or  sell  tho  various  moohnnisms,  devices  and 
things  to  whioh  tho  principal  of  tho  Phonograph  may  bo  ap¬ 
plied— sueh  ns  speaking  liguro-olooks,  toys,  and  so  forth,  but  ■■ 
that  it  will  liconso  tho  mauufneturors  or  dealers  in  such 
nrtiolos  to  use  its  inventions  therein,  or  as  adjuiiots  or  ap¬ 
pendages  thereto.  .  Upon  any  sueh  liconso  being  so  mndo] 
tho  said  Edison  shall  bo  entitled  to  roooivo  forty  per  oontuni  ■ 
of  tho  consideration  paid  tho  company  therefor.  If  tho 
company  should  at  any  time  undertake  tho  sale  of  such 
nrtiolos,  tho  same  shall  bo  manufactured  exclusively  by  tho 
said  Edison,  gild  bo  by  him  delivered  toJhe..companY  nt  the 
cost  of  mamifaqtiiro,  ns  heroinliofore  defined,  plus  tweiity'per  , 
cent  thereof,' imiTirroya^  fifteen  per  centum  on  tho'cost 

to  the  compaiiv  of  such  articles  shall  bo  paid  to  the  said  '■ 
Edison. 

Should,  however,  tho  company,  while  not  selling  or  dealing 
iirsnch  artiolo.s.  undorlalnmio  iiianufaotiiro  of  the  phono¬ 
graphic  attaolmionts  thereto,  or  parts  thereof,  selling  tho 
name  to  tho  manufacturer  of  or  dealer  in  said  articles,  with 
a  liconso  to  uso  tho  same,  then  tho  said  Edison  shall  have 
the  exclusive  right  to  manufaoturo  such  parts  or  appoiidngos, 
and  shall  deliver  the  same  to  tho  company  at  cost  of  ninnu- 
■fnotnro  as  boforo  defined,  plus  twenty  per  cent,  thereof,  and 
tho  company  shall  pay  to  tho  said  Edison  a  royalty  of  fifteen 
per  centum  thereon  for  overv  attachment  or  part  so  manu¬ 
factured  or  sold ;  and  in  case  the  company  demand  or  roooivo 
over  and  above  their  selling  price,  a  royalty  tor  tho  uso  there, 
of,  they  shall  pay  to  tho  said  Edison  forty  per  cent,  of  sueh 
royalty. 

Tho  royalties  to  bo  paid  the  said  Edison,  us  above  pro- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


yidatl,  shulllio  upplicablo  to  ovory  “Phonograph,”  clovioo  or 
thing  onibbdying  any  invontion  of  tho  said  Edison,  Bold  by  the 
/company,  or  with  its  llconso  and  consent.  Atichthoy  alnill  bo 
/  paid  so  long  ns  said  Plionographs,  dovicos’and  tilings  onibrnoo, 
/  employ  or  iuchtdo  an  invention  of  tlio  said  Edison  upon 
wliich  a  patent  owned  by  the  Company  is  operative,  valid 
and  in  force.  And  in  no  case  arc  said  royalties  to  bo  paid 
for  a  period  of  loss  than  sovontoon  years  from  tho  date 
hereof. 

All  royalties  and  other  moneys  coming  to  tho  said  Edison, 
shall  bo  paid  quarterly  on  tho  first  days  of  .Tanuary,  April, 
.Tilly  and  October  in  each  year,  and  shall  bo  acebmpnniod  by 
a  verified  statement  showing  the  actual  iiiimbor  of  sales,  or 
tho  amounts  received  from  royalties  the  previous  quarter. 
And  the  books  of  the  Company,  showing  siioli  sales  or  re¬ 
ceipts,  shall  always  bo  open  to  the  {uspootioii  of  tlio  said 
Edison. 

Eouiitii  :  The  said  Edison  in  coiisidoratioii  of  the  afore¬ 
said,  agrees  to  and  does  hereby  transfer  and  assign  to  tlio 
said  Company,  his  entire  right,  title  and  interest  in  and  to  a 
certain  contract  made  and  entered  into  by  and  between  liini 
and  Messrs.  Lowell  C.  Briggs  and  Mr.  William  AV.  Jacques, 
dated  tho  first  day  of  October,  18, S7,  and  in  lyid  to  all  royal¬ 
ties  and  moneys  due  or  payable,  or  to  become  due  and  pay¬ 
able  to  him,  the  said  Edison,  tlieiomidew 

FiPWi :  Tim  said  Edison  having  made  a  contiact  with  one 
George  Edward  Gouraiid,  for  tho  introduction  of  said  articles 
ill  foreign  countries,  the  company  agrees  that  it  will  not  soil 
or  authorize  the  sale  of  said  Phonographs  or  other  articles 
tor  export,  or  use  in  places  outsidb  of  tho  United  States  of 
America  and  the  Dominion  of  Canada. 

Sixth  :  AVlioroas  there  was  heretofore  organized  under  the 
laws  of  tho  State  of  Couneotiout,  a  certain  corporation  known 
as  tho  “Edison  Speaking  Phonogi-apli  Company,”  which 
coiiioiation  heoame  tho  assignee  of  a  certain  contract  made 
hy  the  said  Edison  with  Cliarlos  A.  Clieover  and  others,  dated 


o 


o 


the  30th  day  of  January,  1878,  to  which  agrccniont>fur 
greater  partioularity  roforonco  is  hereby  made;  and  whicli 
agreement  is  believed  to  have  expired  and  become  void,  it 
is  expressly  stated,  understood  and  agreed,  by  tho  parties 
hereto,  that  this  contract  is  made  subject  to  any  rights  of 
said  Company  or  any  obligations  on  the  part  of  tho  said 
Edison,  now  existing  under  tlio  said  coi.traot  of  , Tanuary 
30th,  1878,  and  suhjeot  to  any  and  all  coiitraots  horotoforc 
made  by  tho  said  Edison  with  tho  said  Edison  Speaking 
Phonograph  Company  or  otliora,  and  now  in  force,  if  any 
such  there  bo.  And  tho  said  Edison  transfers  and  assigns  to 
tho  party  of  tho  second  part,  all  his  rights  and  interest  in 
and  midor  said  contraot  with  tho  Edison  .Speaking  Phono¬ 
graph  Company,  if  said  contraot  have  any  force  or  validity 
whatsoever. 

In  witimii 'Whereof,  tho  parties  hereto  have  set  their  hands 
and  seals  tho  day  and  year  first  above  written. 

Tiio.vas  a.  Edison. 

Edison  Piionooii.U'H  Cojitany. 

[SEAI/.  I  By  Tho.mas  a.  Udison, 

"'■““t ;  President. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT 


C  ■ 

Edison  Phonograph  Company 


Ezra  T.  Gilliland.  ] 


OCTOBER  28,  1887. 


^flVCCinCllt,  nuulo  tliis  28tii  day  of  Ootobor,  1887,  be- 
twoen  tho  Edison  PiioNOoiiAni  Company,  a  oorpomtion  organ¬ 
ized  and  oxistiiig  under  the  laws  of  tho  State  of  New  Jorsoy, 
and  hereinafter  oalled  tlio  “  Company,"  party  of  the  first 
jmit,  and  Ezha  T.  GillUjAND,  of  tlie  City  and  State  of  Now 
York,  party  of  tho  second  part. 

WilEHEAS :  Tlio  Company  pursuant  to  a  oortain  contract 
made  between  it  and  Thomas  A.  Edison,  and  dated  tho  28th 
C*  October,  1887,  has  becoiuo  possessed  for  the  United 

"  States  and  the  Dominion  of  Canada  of  all  of  tho  inventions 
of  tho  said  Edison  relating  to  Phonographs,  and  is  entitled 
to  receive  any  new  inventions  or  improvements  he  may  make 
relating  thereto  within  Hve  yoara  from  tho  date  thereof,  and 
he,  the  said  Edison,  has  agreed  to  manufacture  and  deliver 
to  tho  Company,  Phonographs  and  tho  supplies  necessary 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Iiofoi-  ill  such  immbBi's  iviid  qiinntitics  iis  iimy  bo  roquirud, 
tlio  iiotunl  cost  of  mniiufiioturo,  plus  twoiitv  por  cent.,  cost 
iimiiuractiu'o  liaviiig  boon  lixod  at  tlio  notiinl  cost  of  liiboi- 
I  inatoriid,  and  goiiornl  oxpoiiso;  nil  of  wliioli  will  mote 
ly  nppoai'  from  tlio  said  agioomoiit  to  wliioli  for  groator 
ticiilarity  roforoiioo  is  lioroby  iiiiido,  and 
1  iii-.iiii.ia  1  Iho  Ooinpiiiiv  liavo  dooidod  not  to  sell 
onograplis  to  or  to  deal  directly  with  tlio  goncrid  pnblle 
on  the  contrary  to  make  all  their  sales  through  one  gon- 
l  ngont,  and  to  that  end  aro  desirous  of  scouring  the  aorv- 
I  of  the  said  Gilliland. 

iltnxi  it  is  ivnuced  as  follows  : 


Second  :  Tlio  pried  at  which  said  articles  shall  bo  dolivoroi 
to  tho  said  Gilliland  for  sale  shall  bo  fixed  as  follows :  Ti 
tho  actual  cost  thoroof  to  tho  said  Company  ns  fixed  in  th 
.  contract  botwoon  tho  Company  and  tho  said  Edison,  heroin 
boforo  roforrod  to,  shall  bo  added  fiftoon  por  oontuin  of  sue: 
cost,  to  bo  paid  as  royalty  to  tho  said  Edison.  To  tho  totn 
sum  thus  obtained  tho  Company,  as  profit  to  itself,  shall  b 
nllowodtoadd  thirty-fivo  por  oontum  thoroof  Iho  diflci 
onco  botwoon  this  sum  and  tho  price  to  bo  charged  tho  publi 
shall  bo  allowed  and  paid  to  the  said  Gilliland  and  his  snl 
agents  ns  commissions,  and  to  moot  all  tho  oxi)onsos  of  soi 
ing  and  introducing  tho  articles  aforesaid. 


[FROM  "MR.  EDISON’S  PHONOGRAPH 


CONTRACTS,"  CAT.  1402] 


Sliould  tho  a....!  Gillilaiid  ur  tlio  CoinjMiiiy  nt  iiuj'  tiinu  bu 
of  opinion  Hint  tlio  snio  of  Plionograplis  would  be  inoronsod, 
or  tlio  profits  to  the  Oompniiy  niid  its  agents  enlarged  by 
tlio  inoditiontioii  of  the  prices  ns  originally  lixod,  or  as  siib- 
Koquontly  altered  as  lieroiiiaftor  provided,  and  should  tlio 
parties  hereto  bo  nimble  to  agree  as  to  siieh  iiiodiiioation, 
then  at  tho  request  of  either  party  it  shall  become  tho  duty 
of  ouch  to  select  some  disinterested  ]iorson,  with  the  right  to 
tho  two  so  soleotod  to  nomiiiato  a  third  ;  tho  throe  so  ap¬ 
pointed  to  eonstituto  a  Board  of  Arbitration,  to  whom  shall  ; 
bo  submitted  tho  question  of  what  niodilieatioii  should  bo  ‘ 
inudo  ill  tho  price  of  said  Plionograplis  or  supplies  to  tho  t 
publio,  if  any,  and  tho  doeision  of  such  Board  shall  bo  bind¬ 
ing  upon  each  party  horoto,  and  tho  soiling  jirioo  to  tho  pub-  , 
lie  shall  tlioronftor  bo  fixed  at  siioli  amount  as  may  have  j 

boon  decided  upon  and  roooinmoiidod  by  tho  said  Board,  ' 

provided,  however,  that  such  prices  shall  never  bo  roduood  ‘ 

below  tho  prices  at  which  said  Phonographs  and  snp2)lios  aro  j 

to  bo  ilolivorod  to  tho  said  Gilliland  as  horoinbeforo  fixed, 
and  any  roduotioii  Hint  may  bo  iiiado  shall  in  no  way  reduce 
tho  profit  to  tho  Comimuy  ns  horoin  inontioned,  nor.  tho 
commission  or  compensation  to  tho  said  Gilliland,  but  aliall 
bo  dediioted  from  tho  oommissioiis  to  his  or  the  Company’s 

Pouirrii ;  Tho  said  Gilliland  agrees  to  dovoto  Ids  time  and 
oiiorgios  to  tho  iiitrodiiotion  and  sale  qf  tlio  said  Phono-  | 

graphs,  and  to  moot  or  onuso  to  bo  mot  all  expense  and  5 

ohaigos  inenrred  or  to  bo  inoiirrod  in  allboting  said  sales,  i 
or  necessary  to  tho  promotion  thereof  and  shall  always  koop  k 
on  hand  a  sufBeiont  niiinbor  of  I’lionographs  and  a  siiflioioiit 
amount  of  supplies  to  moot  tho  rec|uiromouts  of  his  biisinoss. 

Within  one  year  from  tho  time  when  tho  Company  is 
ready  to  deliver  to  tho  said  Gilliland  Phonographs  eapiiblo 
of  and  adapted  to  goiioral  use,  in  sueh  quaiiHtios  as  may  bo 
required  by  him  to  moot  tho  demands  of,  said  business,  lio 
will  ajipoiut  in  tho  capital  city  of  onoli  State,  or  at  his  oloo- 
tion  in  such  city  in  each  Statu  as  has  tho  largest  iioinilatioii. 


O’ 


o 


o 


or  is  tho  boat  coimneroial  coiitru,  and  also  in  iMoiitroal  and 
Toronto  in  tho  Dominion  of  Canadii,  agents  for  tho  solo  of 
said  Phonographs,  whioh  agents  shall  bo  by  him  severally 
required  to  carry  a  suflioiont  uunibor  of  instruments  to  moot 
the  demands  of  thoir  rospootivo  territory,  and  to  employ  a 
suflieient  number  of  sub-agents  to  properly  develop  tlie  b’us- 
iioss  thorein,  and  sliould  tlio  said  Gilliland  fail  so  to  do,  or 
should  at  any  time  a  eontiniioua  period  of  six  inonths  elapse 
in  which  sueh  an  ageuoy  should  fail  to  bo  maintained  in 
oaeh  of  said  cities,  then  and  in  sueh  ease  tlio  oonipany  sliall 
have  the  right  to  appoint  agents  for  sueh  territory  os' is  iiii- 
oeeiiijicd.  But  on  all  sales  made  by  snoh  agents,  so  iqi- 
pointod  by  tho  Company  within  said  territory,  tlio  said  Gil¬ 
liland  shall  bo  entitled  to  rocoivo  tho  same  poreontagos  ns 
on  sales  made  by  agents  of  his  own  lippointniont,  provided, 
however,  ho  booomos  rosponsiblo  for  all  instrumoiits 
shipped  siioli  agonts  and  guarantoos  to  tho  Comiiany  pav- 
mont  therefor.  ,  ’ 


Fii'Jli :  Annoxod  horoto  and  niarUod  Exhibit  A  is  a  list 
of  tho  agencies  to  bo  established  by  tlm  said  Gilliland,  with 
a  stntoment  of  tho  torritorios  to  bo  iiicliidod  by  said  agonoios 
respectively,  and  tho  estimated  niimbor  of  Phonographs  to 
bo  sold  by  or  through  such  ngoncios  rospoetivoly  within  one 
year  from  such  tinio  as  tho  Company  aro  ready  and  able  to 
supply  snoh  ageneios  ros|)oetivoly  with  commoroial  iiistru- 
nionts.  And  all  contracts  made  by  said  Gilliland  yvith 
agents  to  bo  appointed  for  the  torritorios  montionod  in 
said  Exhibit  sliall  provide  tliat  in  case  within  said  year  snoh 
agents  or  any  of  them  fail  to  sell  witliin  said  territories  re¬ 
spectively  tho  mimbor  of  Phonographs  so  ustiniatod  should 
bo  sold,  the  Company  shall  have  tho  right  through  said  Gil¬ 
liland  to  terminate  and  oaiicel  siioli  agencies  making  such 
failures.  And  should  the  said  Gilliland  through  all  his  sub- 
agonts  in  the  TJiiitod  States  and  in  the  Dominion  of  Canada 
within  said  year  tail  to  sell  loss  than  sovoiity-fivo  per  cent, 
of  tlio  total  number  of  Phonographs  so  estimated  should  bu 
sold  in  tho  ontiro  United  States  of  America  and  tho  Doiiiin- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


ion  of  Caiiiulii  in  siiitl  exhibit,  tlie  Compniiy  slmll  Iinvo  tlio 
right  to  tnnniiinto  iincl  ciincol  Iiis  gouoriil  ngonoy  and  to  iip- 
pomt  anotlier  gonoml  agent.  The  Company  will  not  liow- 
ovor  oxeroiso  the  right  to  terminate  eitlior  the  gone™! 
ageiioy  of  die  said  Gilliland  or  the  ageneies  of  his  sub¬ 
agents  for  any  such  failure  if  they  are  satisfied  that  sneli 
failure  has  not  boon  duo  to  any  nogloet  or  want  of  proper 
ollort  on  the  part  of  said  Gilliland  or  siioh  siib-agonts,  but  is 
owing  to  oaiises  over  which  the  said  Gilliland  or  said  sab- 
agents  have  no  control,  such  as  want  of  demand  for,  or  util¬ 
ity  of,  the  said  Phonograph,  and  the  Oonipany  shall  have  no 
right  or  power  to  terminate  the  agency  of  the  said  Gilliland 
or  of  any  of  his  siib-agoiits,  provided  any  such  failure  has 
been  duo  to  the  inability  on  the  part  of  the  Company  to 
moot  the  orders  of  tlio  said  Gilliland  or  of  said  sub-agoiits. 

Sixth  :  After  the  expiration  of  said  year  the  said  Gilliland 
and  the  Company  shall  decide  upon  the  niimlier  of  Phono¬ 
graphs  which  for  the  onsiiing  year  should  be  sold  by  tho 
various  sub-agonts  in  their  respective  territories  by  proper 
efforts  and  exertions  on  their  part,  and  also  what  iiiimbor  of 
Phonographs  siiould  for  said  year  bo  sold  within  tiio  entire 
Dnitod  States  and  the  Dominion  of  Canada.  In  estimating 
such  number  there  shall  be  taken  into  consideration  tho  sales 
made  tor  the  iwevious  year,  and  tlio  general  favor  with 
which  said  Phonographs  have  boon  received,  and  tho  de¬ 
mand  for  tho  same. 

In  ease  tho  parties  hereto  are  unable  to  agree  upon  either 
tho  total  number  of  sales  which  for  tho  ensuing  year  should 
bo  made  within  tho  entire  United  States  and  Canada,  or  the 
number  of  sales  which  should  bo  made  by  the  different  sub¬ 
agents  in  their  rospootivo  territories,  each  of  tho  jiarties 
hereto  shall  select  one  arbitrator  and  those  two  a  third,  to 
whom  these  questions  shall  bo  submitted  for  decision  and 
their  decision  upon  tho  same  shall  bo  final  and  binding  upon 
the  parties  hereto ;  and  such  sub-agents  ns  have  been  nji- 
pointed  by  tho  party  of  tho  second  part. 

'When  such  amounts  have  boon  so  agreed  upon  or  li.xed  as 


aforesaid  tho  said  Gillilaml  shall  require  of  oaeli  of  his  sub- 
agonts  as  a  condition  for  the  continuaneo  of  their  agonev 
that  they  shall  severally  sell  within  tho  ooming  year  within 
their  respective  territories  Phonographs  equal  in  number  to 
tho  amount  so  fixed  or  agreed  upon.  And  tho  said  Gilliland 
as  a  condition  of  tho  continuaneo  of  his  agency  shall  ho  re¬ 
quired  to  sell  within  such  year  sovonty-livo  per  cent,  of  such 
number  of  Phonographs  as  have  boon  fixed  as  tho  proper 
amount  to  bo  sold  within  tho  entire  United  States  and  tho 
Dominion  of  Canada.  Every  year  thereafter  for  a  period  of 
live  years  tho  number  of  Plionographs  required  to  bo  sold 
by  enoh  snli-agont  within  his  rospootivo  torritory,  and  by  tho 
said  Gilliland  ns  gonornl  agent,  shall  bo  ineronsod  ton  per 
cent.,  and  in  ease  the  said  Gilliland  or  any  of  his  sub-agonts 
should  fail  to  sell  suoh  number  tho  Company  shall  have  tho 
right  to  terminate  tho  agency  of  the  said  Gilliland,  or  of  suoh 
sub-agent  as  fails  so  to  do. 

Snvnxni:  The  said  Gilliland  shall  bo  an  1  lo  in  th  t  ni- , 
oral  Agent  of  tho  Company,  pursuant  to  tho  provisions  of 
VV  this  contract  so  long  ns  tho  number  of  Phonographs  required 
to  be  sold  by  him  yearly  are  so  sold,  and  so  long  as  ho  shall 
pay  and  continue  to  pay  for  all  Phonographs  delivered  to 
him  or  to  others  by  his  direction  as  horeinbeforo  provided.  \ 
Should  he  fail  so  to  do,  then  tho  Company,  upon  sixty  days 
notice  in  writing  to  him,  ni  3  t  ito  i  1  e  iieel  his  Gen¬ 
eral  Agency.  He  shall  have  full  power  to  appoint  and  re-  ' 

.  move  all  sub-agonts  and  shall  dotormino  and  allot  their  tor¬ 
ritory,  but  it  any  torritory  bo  allotted  dillbrent  from  tho  al¬ 
lotment  made  in  Exhibit  A  hereunto  annexed,  tho  Com¬ 
pany  shall  have  the  right  to  dotormino  tho  number  of  Pliono- 
Q  graphs  to  bo  sold  within  suoh  territory,  and  having  so  de¬ 
termined  all  the  provisions  of  this  agroomont  as” to  sales 
within  defined  toiritory  shall  apply  to  the  territory  so  modi¬ 
fied.  In  case  any  sub-agonts  appointed  by  tho  said  Gilli¬ 
land  do  not  sell  tho  minilior  of  instriimoiits  hereby  required 
to  be  sold  within  their  torritory,  the  Company  in  the  first  in¬ 
stance  in  order  to  preserve  jiropor  control  by  the  said  Gilli-  ' 


[FROM  -MR.  EDISON’S  PHONOGRAPH  CONTRACTS,’’  CAT.  1402] 


land  ovop  Ilia  aiib-ngoiits  slndl  in  oasu  tlioy  doairo  tlio  ro- 
moval  of  suoli  aiili.agouts  and  tho  eaiioollation  of  tlioii’ 
agBHoios  I’oqiioattho  said  Gilliland  to  ao  roraovo  saoli  agont 
and  oanool  Ins  agonoy.  In  caso  tho  said  Gilliland  fails  so  to 
do  within  thii’ty  diiys  aftor  siioli  I’oqnost  tlio  Company  shall 
have  tho  right  and  power  to  romovo  snoli  sub-agent  ami  to 
doniand  of  said  Qillilaiid  that  aiiotlior  agont  bo  appointod 
in  his  stead.  And  should  tho  said  Gilliland  within  sixty 
days  fail  to  appoint  such  now  agont,  tho  Company  shall  have 
tho  right  and  authority  so  to  do.  Snoh  snh-agonts  us  do  soli 
within  thoir  tori’itory  tho  nurahor  roqnirod  as  heroin  pro- 
vidod  to  ho  sold  hy  thorn  tho  Company  shall  have  no  right 
or  authority  to  roniovo  or  to  roqnost  or  dmaaiid  tho  romoval 
thoroof. 


JiiQirru  1  Should  tho  gonoral  agonoy  „t  tho  said  Gilliland 
ho  termmntod  at  any  timo  pursuant  to  tho  provisions  of  this 
agroomont,  or  in  easo  of  its  torinination  hy  his  death  tho 
oompany  shall  pay  to  tho  said  Gilliland  or  his  porsonal  rop. 
losontativos  snoh  an  amount  as  will  properly  ropresent  tho 
value  of  his  agonoy,  roferonco  hoing  had  to  tho  money  not- 
iially  invested  hy  him  in  tho  estahlisliniont  of  ageiioios,  and 
tho  introduction  and  sale  of  Phonographs,  the  umo  ho  hius 
devoted  thoroto,  and  tlio  profits  dorived  hy  him  yearly  there, 
from.  If  tho  parties  in  interest  cannot  a''roe  as  to  snoh 
amount  each  shall  select  one  arhitrator,  these  two  a  third, 
to  whom  tho  question  shall  bo  suhmittod,  and  whoso  decis¬ 
ion  shall  ho  final. 


Edison-  Phonogiiawi  Companv 

by  Thomas  A.’kdii 


John  C.  Tomunson, 

Secretary. 

lilzHA  T.  Gilliland. 


Por  value  roooivod  and  pursuant  to  provisions  of  an  as- 
signinont  dated  July  17,  1888, 1  horoby  assign  this  contraot 
to  .Tesso  H.  Lippineolt,  Esq. 

EzitA  T.  Gilliland.  [l.  s.] 


3) 


EXHIBIT  “A.”' 

J.  C.  T.,  Oct.  28th,  1887. 


UlU.Mo. 

California,  Pacific  Slope .  230 

Donvor  and  Region .  fiO 

Omaha  “  “ .  50 

St.  Louis  and  Region  — .  300 

Galveston  “  “ . .  100 

Now  Orleans  and  Mobile  .  150 

Atlanta  and  Region  .  100 

Louisville .  .  ...  50 

Cincinnati .  -100 

Indianapolis  .  150 

Chicago . 1,000 

St.  Paid . .  . .  100 

Clovoland .  100 

Pittsburg .  100 

Bufl'alo .  150 

Toronto .  50 

Montreal ....  75 

Philadoliihia .  800 

Washington .  100 

Baltimoro  .  250 

Boston  .  1,000 

Hartford .  500 


Sail  0  Mo. 
300 
100 
100 
000 
200 
.300 
200 
JOO 


2,000 

200 


200 

300 

100 

150 

1,000 

200 

500 

2,000 

1,000 

niiso 

17,675 


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IVHKHEAS,  The  Ecilson  ETootrio  Oomj.ony  sncl 

The  Eciinon  Oompmy  for  Isolated  hif^eting,  corirarations 
orsanizofl  under  the  lows  of  tiie  State  of  New  Yorh,  and 
havlns  their  principal  plaooa  of  buainoss  in  the  (Mty 
of  hew  York,  wore,  on  the  31nt  day  of  Dooonbor,  ladO, 
pursuant  to  niid  in  conformity  with  an  Act  of  the  ho/jiB- 
laturo  of  the  Stoto  of  How  York,  entitlofl  "An  act  to 
authorize  ttio  oonsolictation  of  monufRcturins  corpora- 
tionB“,  passed  May  asth,  10»4,  and  bein®  OhEji tor  373  of 
tho  haws  of  18{i4,  consolidated  into  a  slnjrie  corpora¬ 
tion  under  tho  nano  of  Edison  Electric  hight  Company, 
the  said  Edison  Klootrio  hicht  Con?,  any  beints  a  corpora¬ 
tion  orennized  and  existing  under  the  laws  of  the  State 
of  Mow  York;  and 

VW-ERSAS,  prior  to  r.uoh  eonsolldution  tho  Execu¬ 
tive  Co.-wnlttee  of  the  said  The  Edison  Electric  Light 
Company,  on  the  30th  day  of  heconber,  188G,  at  a  moot¬ 
ing  of  the  said  Oorn-nitteo  duly  cd.lod  jmd  hold,  passed 
the  following  preamble  and  rosolution: 

"Whereas,  an  agrcoitiont  of  consolidation  between 
"this  company  and  The  Edison  Company  for  Isolated 
"Lighting,  into  a  now  oompuny  to  be  called,  Edison 
"Electric  Light  Company,  has  boon  entered  into  by  the 
"nireotors  of  this  Company,  and  oon;«.rmod  by  its  stook- 
"holdurs. 

"Mow,  therefore,  bo  it  resolved,  that  to  fasilituto 


"tha  transfer  to  r.nirt  non  company  of  tho  catiota  of  this 
"oomi)any,  the  President  smd  Secretary  of  this  oonriiany 
"bo,  tmd  they  hereby  are,  uuthurlzed  and  >3irected  to 
"Bi0n  or  onclorse  in  blank  to  the  said  new  company  dll 
"stookB,  bonds,  notes,  ohiuoks,  drafts  or  otlier  eviden- 
"eo8  of  vfdue  now  hold  by,  or  cLio  to  tiiia  oompiny!  to 
"execute  under  sora  of  this  company  .and  deliver  to  said 
"nov/  company  all  aor. ignmants  of  Patents  and  transfers 
"of  oontraota  and  rights  of  every  kind,  and  generally 
"to  do  whatever  ouy  bo  necessary  and  may  be  deemed  ox- 
"podiont,  to  facilitate  the  trasvifer  to  said  new  company 
"of  all  assoto  of  this  company  antt  all  title  to  aid 
"interest  therein." 

MOV;  THKSK  PR.RnRN'TK  7,'JTKi:SR: 

That  The  Kdinon  IJloctrio  Ijight  Oompony,  boine  on 
the  date  of  said  resolution  the  owner  of  Oanadian  bat¬ 
ters  Patent  No.  10,095,  dated  January  10,  1853,  grant¬ 
ed  upon  Improvements  in  Rockets  or  Holders  for  Blootrio 
bamps,  invented  by  Kdward  Hibberd  Johnson,  and  Ho. 
10,178,  dated  Januairy  iV6,  1883,  granted  upon  Improvo- 
menta  in  Connections  for  Blootrio  Clroul  ts,  invented 
by  Edvfard  Hibberd  Johnson,  or  of  undivided  interests 
therein,  pursuant  to  and  in  accordance  with  the  resolu¬ 
tion  hereinbefore  <juoted  and  in  accordance  with  the 
.Statute  of  the  Dominion  of  Canada  in  such  osao  made 
and  provided,  and  in  consideration  of  the  premises  and 


-3- 


of  thu  sum  of  Ono  Bollur  to  it  in  hand  iialcl  by  tho  said 
Edison  Electric  Lic^t  Coinj>eny,  coos  hereby  soli,  tissi/^n, 
triinafor,  and  sot  ovor  unto  iho  said  Edison  Electric 
hi/^ht  Oompony,  its  aucoocaors  taisi  nsnif^is,  till  its 
ri(^t,  title  and  interest  in  and  to  each  of  thu  afore¬ 
said  betters  Patent ,  ?aicl  in  and  to  the  inventions  oov- 
ei'od  thereby. 

Together  with  all  claitos  ibr  dsmfiifjoB  for  in¬ 
fringement  of  such  Lotteri!  Patent  and  each  of  tiiotn,  with 
the  right  to  ate  for  and  recover  acch  donijces  to  its 
own  \»8  0. 

The  same  and  eacli  thereof  to  bo  he3.d,  ov^nod,  pos- 
sossed  and  enjoyed  by  the  said  Edison  Electric  bight 
Company,  ita  auccossors  and  assigns,  in  like  manner  as 
the  same  and  each  thereof  r/oro  held,  owned,  esijoyed 
and  possessed  by  tlio  said  The  Edison  Electric  bight 
Company,  on  the  day  of  the  passage  of  tho  said  resolu¬ 
tion. 

In  testimony  whoroof,  tho  said  Tho  Edison  Eloctrie 
Light  Comiifjny,  by  its  President  and  Secretary, 
has  hereunto  set  its  nemo  and  affixed  its  corpor¬ 
ate  seal  as  of  Oie  date  of  t)ie  said  resolution. 

By 

Attest:  President. 


Sooretury. 


MIJTUTES  OP  MERTI3TO  OP  TIffi  STOO]{HOI,T'F,nS 
OP  TltR  P]IOIIOfiRAI’l!  OOIil’ATFir . 


- oOo - 

Thoninm  A.  Edison,  Ohnnlon  IMuholor,  .Tohn  0. 
Trinlinixn, 


tho  stoo]?holrlaj's  naniod  in  aid  to  oxocnto  n  certain  oor- 
t if i onto  of  oi’Kfiniiintion  of  tho  Ed i ton  Phono ernph  Ham- 
factiu'inc  0onipo,ny,  filed  in  tho  office  of  tho  Ooorotary 
of  State  of  tho  State  of  l!o-.v  jorsoy  on  the  day  of 

188  hnvinc  wot  at  in  tho 

r.tato  of  EOT/  .Toraoy,  on  tho  day  of  188  , 

ibr  the  ptupoBC  of  offoctinij  tho  organ isution  of  tho 
f!ar.Ti)any ,  tho  follovrin;;  proooodings  wore  had;  all  tho  par- 
‘tinn  named  in  tho  ooi-tilicato  of  organization  havin'-; 
signed  a  v/avor  of  notloo.  of  tho  first,  mooting  of ■  tho 
nonrriany: 

Tho  mooting  v/na  organized  by  tho  solootion  of  T!r, 
Thomas  A.  Ediinn  no  Toni[iorary  Ohairmon  and  Mr.  Alfred  0. 
Tato  as  Tcnporai-y  .  SooiMitwy. 

Tho  cortifloato  of  organization  and  the  waver  of 
notice  of  tlio  mooting  bavin;;  been  road,  Hr.  Tomlinson  ■ 
movnd,  seconded  by  !!r.  Batchelor,  that  tie'  oortifi  onto  of 
organization  and  tJio  wavor  bo  rmroad  ttpon  tho  minntos  and 
copied  in  tho  minute  book  imuodiatdly  after  tho  minutes 
of  this  meeting,  tj-u,  motion  was  put  co-id  carriod. 


Mr.  Tomlimon  tl'.en  prosentcd  to  the  nioet  inf;  a  pro¬ 
posed  set  of  3y  IiiOTs,  v/hich  v/ero  read  and  disonssod;  Ho 
then  moved  that  the  By  Laws  read  ho  adopted  as  the  By 
Laws  of  tho  Cortipany.  rcho  motion  havinfj  been  scconriod  by 
Mr,  Ratchf'lor  a  ballot  v/as  tauten  and  upon  ommtinB  tho 
ballot  it  vfas  found  that  tho  motion  had  boon  unaninioiJisly 
carried  and  tho  By  Lavfs  adoptod. 

On  motion  of  Mr.  Batchelor,  socondod  by  Mr.  Tom¬ 
linson,  the  By  Laws  wore  diiucted  to  bo  copied  in  tVio 
minute  book  imnodiatoly  after  tlio  minutes  of  the  moot  inf;. 

The  mooting  then  proceeded  to  tho  election  of  a 
Board  of  Birootors  to  serve  ibr  tho  ensuin;;  year.  Hr, 
Batchelor  named  nji  Directors  Messrs. 


Tho  nominations  having  been  seconded  hy  Mr.  Tomlinson,  a 
vote  by  ballot  was  takon  and  iipon  coiinting  tho'  ballots 
it  rraa  found  tlat  the  gnntl cm cai- named  had  been  unanimously 
olootod. 

Mr.  Batchelor  then  offered  the  ihUovfinf;  resolution 
and  movod  its  adoption: 

RESOL’TI®,  Tiiat  tho  Board  of  Directors  of  this  Com¬ 
pany  ho  and  aro  hereby  authorized  and  directed  to  issue 
one  thousand  fivo  luwdred  shm-os  of  tho  stock  of  this  Com¬ 
pany  to  Mr,  T.  A,  Edison  upon  his  assigning  to  tho  Company 
his  rights  to  manufaeturo  \indor  tho  agroomont  hetTfoon  him 
and  tho  Edison  Phonograph"Ooi>ipnny ,  dated  October  3ath ,  87, 
and  upon  his  assignin;;  to  tho  OonBiany  all  his  i-ight , 
title  jind  Intorest  in  iftand  under  tho  agrooments  hotween 
him  and  Ool.  Georgo  E.  Gouraud,  dated  rospootivoly 


rtfiy  of  liiS  and  day  of  las, 

and  +.0  ajjreo  vfith  the  si'.itl  Thonias  A.  "RcliRon  an  a  fni'thor 
00  n  Rid  nr  at  ion  for  th2  asaifinmont  above  niorrtlonod  to  iBoue 
to  him  sixty  per  cent  (50,'?)  of  any  iticroaso  that  ray  bo 
made  at  any  time  of  tho  capital  of  the  Oompany.  The 
motion  having  boon  .oecojidod  by  Mr.  Tomlinson  was  piit  and 
the  resolution  was  nnanimonsiy  r.doptod. 

'The  nieoting  then  ad,)oni'nod. 


{  K  ) 


V!  H,  tho  niibnorihca-s,  boinc  all  the  partios  namod 
in  the  cortitS-oato  of  oi’Eaii izat ion  of  tte  PcUson  I’bono- 
craph  ?'anufaotnrii)i'  Oowtiany,  do  honoby  waive  notice  of 
thn  time,  jaaco  and  inunioao  of  the  first  meeting  of  said 
Onr/ipany,  and  do  fix  this  day  of  138 

at  noon  ns  the  time  and  Kw  Jersey,  as  the  place 

for  tyio  first  moctin,':  of  said  fiontpany.  Dated 
Kov/  .Ter any,  day  of  3kaa 


183 


[ATTACHMENT] 


,  «  Y  LA  Yf  S. 

Of  the  JJclison  Phonofjranh  'ftmnfai 


ic  tixi'ing  Oompany, 


Article  1. 


Office  of  Oo’^ipany , 


5?hQ  principal  office  and  place  of  tiv'  bu-  '■ 
sinoRs  of  the  Oompany  ehaU  lx;  in  the  flity  of  OranRO,  in 
the  state  of  Hew  .Tor soy. 

Article  a,  Piroctors, 

Soof,ion  1.  The  bnsiness  and  afPaii’s  of  the  Oompany  shall 
be  mm,.ed  by  a  Bo.ard  of  niroctors.  no  person  nhaU  bo 


ol%iblo  to  the  poi 


Lon  of  Piroctor  unlcBs  ho  bo  tho 
1  ton  oha-os  of  the  oapitrjl  stock  of 


.<?oction  a.  The  Pireotors  sTiall  is  elected  enrra.ally  b; 
tte  stockholda-s  at  thoii’  amval  mootinn  to  bo  hold 

yoai-,  and  shall  hold  office  fni 


on-  ycai-  or  co  thofi-  .sncoooaors  m-o  cho.srei .  -'All  election 
of  Piroctors  shall  be  by  ballot. 

.section  a.  quarterly  moot  inns  of  tin  Pireotors  shaU  bo 
hole,  at  tho  office  of  tlio  Oonii>an.y  on  tho  rlay  of 

.Tanufu-y,  Apj’il,  ,Tuly  nrd  October  in  each  year. 

.Soction  A.  .Special  mootings  may  1»  called  at  any  time 
by  order  of  tho  President  or  on  request  of  jii_ 

rectors;  notice  of  sneh  special  moeting  to  bo  given  to 
oach  Pirector  in  siting  at  least  twonty-foiu-  hours  be¬ 
fore  the  time  appointed  for  holding  tho  same. 


[ATTACHMENT] 


Article 


Kootion  1,  ac  Officers  of  tlio  Ooniprsiy  dial!  consist  of 
a  ProBiclcnt,  Secret  wy  and  Troaauror. 

Sect  i  o  n  a.  '.Clio  jirosidcvit  shall  ho  oloctod  aimnnlly 
hy  the  Directors  iVom  a.ion/-;  th.oii'  munhor  at  their  first 
moetijijj  after  tl;c  annu.al  nootiivi  of  the  st'iolcholdoi’s,  and 
ahidl  hold  office  for  one  yoai'  or  until  his  sxccossor  is 
elentod,  Ue  shall  preside  at  all  meotin;;3  of  the  stooh- 
holdcrs  and  Dii'cetors,  si'.all  si£;n  rill  contracts  of  tie 
OosiiJany  iiJd  cwicrally  sh;dLl  do  siaih  acta  and  perform  mich 
sorvicos  ns  ai’o  incidcirt  to  his  office  oi'  rts  nay  lie  'as- 
signed  Dim  by  the  Board  of  Directors. 

fioction  :■>.  Mio  Sooroticy  aliall  ho  oloctod  annually  hy 
the  Directors  at  the  ai-  first  meotinf;  ai'tor  tuo  ajmual 
mootinj;  of  tho  stoolcholdcsr!?  oj-id  chall  hold  offioe  foi’  one 
yocu'  or  until  bis  s-accoadoi'  is  ai)pointod.'  Ho  "sliall  ho' 
sv/orn  to  tlie  faitlifiil  disobai-(;e  of  bis  duty  and  shall 
x'ceord  !ill  tl'.c  votes  of  tie  Company  and  Directors  in  a 
book  to  IX!  Icopt  for  that  pm-pose.  He  shall  koo  p  all  tho 
niinutoi!  of  tho  Ooniiiany  and  shall  have  clp-rgo  of  tin  corpo¬ 
rate  seal  and  shall  affix  the  same  to  all  contracts  of 
the  flon^juny.  lie  sliaU  poi'form  sixoh  duties  as  ai'o  inci¬ 
dent  to  his  offico  or  as  may  ho  assiii-nod  him  hy  tho  Di¬ 
rectors.  ,  .  I 

Section  •4,  Tho  Treasui'or  shall  fikcvfiao  ho  chosen  mi- 
nurilly  by  tho  Directors  of  tho  Company  at  their  first 
mootint;  after  tho  anmial  mcotinn  of  the  fjtockho Idol's  and 


[ATTACHMENT] 


nhall  hold  offioo  for  ojio  yoai-  or  nirt-.il  his  Buccossor  is 
olootod.  Hr  shall  roqnirod  to  give  a  bond  in  the  snin 
of  .saso.OO,  with  tvro  siirotioa,  for  tire  faithful  dischai'go 
of  Ilia  duty,  )ip  shall  hti-vc  the  care  and  custody  of  the 
funds  of  tire  Ooiryany  and  fiVitai  porfonn  stich  cUitios  as  are 
incident  to  his  office  or  as  may  bo  assignal  him  try  tlio 
T5oard  of  Piroctoi’s. 

.-lootion  f5.  Tl'-o  Board  of  Bircctors  shall  rgrpoint  such 
other  officers,  oisploynos  arid  Agents  they  may  ihom 
time  to  timo  consider  neoe.c.cary,  and  shall,  fix  the ii-  terms 
of  office  and  prescribe  the  li*  duties,  'fhey  itmll  nino  ■ 
fix  -r.he  oalnrien  of  all  the  officers  of  tJie  ’  Company, 
.lection  i',,  yvny  vacancy  occurring  in  the  Board  of  Pi- 
roctors  or  in  ajiy  of  the  Officers  of  the  Company,  by 
death,  rc.signntion  or  oth.o raise,  shall  bo  filled  by  tiro 
Botu-d .  .  ... 


Article  A-.  SiToorgroiBlKS. 


.■.(.CuifUi  1,  fhe  ar-mual  rncetinfj  of  the  Btochholder*s  sl-'aH 
bo  held  at  the  office  of  tlic  Company  on  tiro  day  of 

in  each  yoai-,  for  the  election  of  a  Bowd  of 
Birector.s  to  aorve  for  th.c  ensuing  yoaiv.  Hotioe  of  such 
mooting  sh.all  bo  mailed  by  the  .Bcci-etary  to  oach  stooh- 
Imldcr  at  his  last  known  place  of  rcsidonoe  at  loast  ton 
days  prior  to  the  time  fixed  of  holding  the  same. 


.SoctionH2i  Special  meetings  of  tiro  stockholders  nay  ire' 
called  at  any  time  by  the  President  or  a  majority  of  the 
Boai'cl  of  Directors,  V/j-i^^en  or  printed  notices  specifying 


[ATTACHMENT] 


tinio  am  place  of  holcUn;;  imch  lii.noial  moot, in-;  and 
the  b-.itiiiioss  -to  bo  th-'-rn  tnojiaaotod  ohall  bo  nv-iilocl  to 
oaoh  stooMwldor  at  bis  last  .knovci  place  of  rosiaonco  at 
least  five  daifs  pj-ior  thereto, 

section  a.  At  all  nioetinijs  of  the  stockholders  oaoh 
shra-o  of  stock  shall  bo  entitled  to  one  vote,  am  absent 
stockJiolciors  iiu;/  vote  by  proxy  (nitboriKod  in  writin;;. 

At  b.13.  fittch  r.iooii!r;s  a  majoi-ity  of  th.e  stockholclor s  in 
intoi-ost  roproi-.ented  dithoi’  in  poi-sen  or  by  proxy  stiall 
constitute  a  <iviorniii. 

Article  .'1,  Stock  and  trnnafor  tboroof. 

•Section  1.  TVery  stockholder  of  t1«  Conijiany  sV'.all  have 
a  coi’t ifi onto  oi-  c-ertificates  aii'jnod  by  the  President  and 
I’roasnu'or,  cei-tifyini;  the  nninboj’  of  shoi-oa  owned  by  rwch 
stockh.oldor  of  said  Corptuiy.  ' 

Section  li.  Such  stock  sl»ll  bo  tranaforablo  only  on  tho 
books  of  tic  Cocipany  by  tho  holder  th.oroof  in  person  or 
by  liis  d-aly  authorized  ai^ont. 

Article  (j,  jiootings  outside  of  stato . 

Tho  r-ii'octors  of  the  Oorariany  may  ncot  outsidn  of 
tho  Stato  and  in  tho  Stato  of  iTow  York  at  ouch  times  and 
vriLth  such  ficquoncy  os  they  may  dosiro. 

Article  7|  P  i  v  i  d  o  n  d  a. 

Pividonds"  shall  Ixi  paid  out  of  the  not  profits  of 
the  Oonjumy  as  and  wl-.cn  tlis  board  of  Piroctors  nay  direct. 


[ATTACHMENT] 


j  A  1'  "i  i  0  1  e  I'i.  Amcjitlients. 

'.Wioso  By  Lavfr.  be  roiioalod,  altered,  added 
|!  or  anonded  at  .'aiy  i-cealar  or  fiiooial  meet  in;;  oJ’  tlio 
j[  of  })irectoi‘s  by  a  majority  vote  of  tic  entire  Boai’d. 


[ATTACHMENT] 


to. 


JIIKUTns  op  T.rRPTijio  OP  BOARD  OP  DIRDOTORR 
OP  a!}IF.  EDIROH  PHOHOftRAlRI  MAinD?AO'PURIBG 
OOT.n’AKy,  hdrl  at  ]T.  J. 

on  the  d£v  of  188 


Pro sent. 


Messrs . 


'.Che  meetiry  was  orgaiiir.od  by  the  olootio}!  of  Hr. 
Shonas  A.  Raison  as  Ohaiimnn,  and  itr,  A.  0,  Tatn  as 
Roorotwy. 

The  mimrtos  of  the  stockholders'  moot  in/;  hold  at 
on  the  day  of  ItXJ 

wore  road  and  on  motion  aRirovod. 

Mr,  Datoholor  then  moved  tJiat  tho  By  I.avfs  of  tte 
Conipany  adopted  at  the  Stockholders'  mooting  he  approved 
by  the  Diroctors  and  by  both  adopted  as  the  By  Lavai  of 
tho  Company.  Tho  motion  having  boon  seonndo'd  was  put  and 
a  ballot  taken.  After  counting  tl®  ballots  t’iO  Chairman 
aimotmcod  that  the  motionmhad  boon  xmanimously  carxlod 
and  the  By  haws  as  road  adopted  by  tho  Diroctors  of  tho 
Conipany. 

The  Boai'd  then  pi-o coo dod  to  tho  election  of  a 
President,  and  Seci’otary  and  Treasuror,  as  provided  in 
Ai’ticle  of  thn  By  Lavis  of  tho  Company,  Mr, 

Thomas  A.  Rdison  liavin;;  boon  named  as  Pi-osidont  and 
7!r,  Alfi'ed  0.  Tate  as  Secretary  and  Treasurer,  a  ballot 
was  taken.  After  counting  the  ballots  it  was  found  that 
(;  ■ 


[ATTACHMENT] 


Itho  fjont  lomo n  nrunetl  had  boon  tmanimoualy  eloctod  Proaitlont 
and  Soorotra-y  and  'i'roasm-or,  roapcotivoly. 

Mr.  Tato  then  -Sooh  and  Hiibsoi-ibed  tlio  oath  of 
office  an  Gcoiotary,  which  oath  waa  directed  to  to  eproad 
upon  tho  minutes. 

Mr.  Tomlinson  then  moved  that  tJio  Roai-d  adopt  as 
tho  seal  of  tho  Oonmany  a  seal  bem-int'  the  folloTanj;  in¬ 
scription:  ’'Edison  Phonograxdi  Manuf aotuiliyf  Oonpmiy,  » 
"La^m  of  Mow  .Ter soy;"  in  tho  circle  roimd  the  border  of 
the  seal  “Orgiinised  l.%<7"  in  tho  conti’c  thereof.  Tho 
motion  havii^,;  boon  seconded  by  Mr.  Batchelor',  a  ballot  ' 
was  t£U:Qn  and  ttpon  countins  thn  ballota  it  was  found  that' 
tho  motion  Inad  been  iinaniimmsl y  carried. 

Tho  subject  of  ptu'chasing  iVora  Mr.  Edison  the  ex¬ 
clusive  riglit  to  niarnfactui-o  tin  phonoRx-aph  as  eonforrod 
upon  him  under  his  contract  with  tho  Edison  Phonograph 
Oot^rpany,  dated  Octoher  iSBth,  .'liSf7,  and  his  rights  u«tor 
tho  cTntructs  hotv/eon  himself  and  Col.  Sborgo  Edward  Gou- 
raud»  dEitod  I’ospoct  ively  clay  of  1®  jmf-, 

day  of  las 

Then  c«mo  up  for  discussion  proposod  contract 
botwoon  -ir.  Edison  and  the  Company  which  had  been  prepared 
•by  jtr-.  Tomlinson,  ^ho  contract  was  road  to  the  Rnai-d; 
after  discussion  Mr.  Btitchelor  offered  tin  followiniT  reso¬ 
lution  and 'tho  ved  its  adoption:  ■ 

Resolved,  That  the  proposed  contract  as  road  bo 
approved  and  that  the  Officers  of  the  Company  ho  directed 
to  execute  the  sanm  on  tolialf  of  tho  Company  and  tlat  upon 


[ATTACHMENT] 


Mr.  Kdinon  oxectitin?^  said  contraGt  tho  donpaiiy  tliroufji  its 
proper  Officers  isauo  and  dolivor  to  him,  as  in  said  con¬ 
tract  provided,  1,000  r,)i£U-03  of  tho  flilly  paid  capital 
stock  of  tho  Connoany  of  tl«  par  v.dxu!  of  $100.00  oach;  and 
bo  it 

PUR'fKRR  RJSSnj.vpp,  That  a  oopy;raf  tho  contimot  jiwt 
road  bo  f«)reud  upon  fcho  minutes  of  this  innotinK. 
motion  having  boon  aocondod  by  Mr.  Tomlinson  was  put  ard  a 
ballot  taJeen.  On  caantina  tho  ballots  it  was  fotmd  that 
the  said  resolution  liad  boon. unanimoxiia y  adopted. 

The  mooti}^r  t  lion  nd.jotcned. 


[ATTACHMENT] 


THIS  I  H  n  H  IT  T  U  R  B  made  this  day  of 


188  Ijotwoon  THOMAS  A.  BDISOH,  of  Ucvfollyn  Park 
in  tho  State  of  Hoy/  Jorsoy,  party  of  the  first  part,  and 

of  in  tho  State  of 

Tr'astai,  party  of  the  second  part. 


\7  H  B  R  B  A  S,  th.o  party  of  the  ilrst  part  has 
trtmaforrod  and  assicnod  to  tljo  party  of  tho  second  part 
fom*  hundred  shares  of  t!;o  capital  stock  of  tho  Bdison 
Phonograph  Manufactm-ins  Sonipany,  a  corpoi'ation  organisiod 
and  oxi  sting  \inder  the  laws  of  tho  Stato  of  renr  Jorsoy, 


HOW  THBSR  PRBSBH'CS  WITIRlS'IBTll: 


PIRST.  Tho  pai'ty  of  the  second  part  agroos  to 
hold  tho  said  stock  as  Trustee  for  th.o  Ijcnofit  of  tlio  part: 
of  tho  fii'st  part  and  the  said  Bdiajn  Phonograph  MaiiuiUo- 
t’trins  OoiTtimny  tipon  tho  folloy/ing  tcrcis,  trusl.a  and  con¬ 
ditions: 

Tho  party  of  tho  second  part  does  horohy  consti¬ 
tute  and  apiioint  tho  party  of  the  first  part  his  proxy  to 
vote  uiKin  tho  said  400  shai’os  of  stock  at  all  nioot  ings  of 
tho  said  Ooinpany  and  has  agreed  to  execute  and  deliver  to 
the  party  of  tin  first  pai*t  such  further  power  of  attorney 
and  proxy  as  may  ho  nooossary  foa-  such  pui’poso;  the  party 
of  tho  second  part  also  agi’ocs  to  yaivo  and  forogo  and 
hereby  does  y/aive  and  forego  all  dividends  upon  tho  said 
stock  and  exprossly  authorizes  and  empowers  tho  said 
Bdison  Phonograph  Manufactm-ijig  Con^any  to  pay  to  tho 
other  stockholdoi'B  of  said  Company,  ratably,  the  dividends 


[ATTACHMENT] 


*1=1.  otho™i« 

Piovltei.  «„  ai.,u„„„„ 

..I-n  ,™„...,a 

»=«■  t™„t,.„„  p„,  j 

W  tho  »l„  i,™t„  „„„„ 

divirtoncif!  in  oxcoKa  of  tlio  said  as?;. 


oontinno  for  a  period 
'■lato  hereof  ard  upon  tho 

expiration  of  said  yoai-r.  fmni  tho  date  hereof 

th.  „,.  J 

r=.-ts  Of  .1,0  fi...,  „„  al.otev^o,,  r„„ 

triist  v/liataoovor . 


M  raiiras  »ra™., 

....fcjnma,  M  „oo,„  .„„  , 


^ '  '5a*«a-- 


(2  ) 


agreement,  made  this  day  of 

1887,  between  Thomas  A.  Edison  of  Llewellyn  Park  in  the 
State  of  New  Jersey,  party  of  the  first  part,  and  Henry  Villarc . 
of  tlie  City  and  State  of  New  York,  ■  party  of  the  second  part: 

whereas  the  said  Edison  has  built  and  equipped  a  labor* 
atory  containing  everS  facility  for  scientific  investigation, 
research  and  experiment,  and  is  about  to  devo‘te  Jiimself  to  the 
development  and  perfection  of  suoH  inventions  as  he  has  hereto' 
fore  made,  and  to  the  making  of  new  and  further  inventions,  ajrn 
WHEREAS  the  said  Villard  is  desirous  of  liaving  all  of 
the  said  inventions  of  the  said  Edison  submitted  to  Jiira  before 
the  same  are  offered  to  or  disposed  of  to  others,  to  the  end 
that  he  may  acquire  the  right  to  exploit  and  merijhandise  the 
same  upon  tlie  terms  hereinaf Le.r  mentioned  in  case  he  elects  so 
to  do, 

NOW  THESE  PRESENTS  WITNESS: 

FIRST:  The  said  Edison  agrees  as  inventions  are  made 
by  him  relating  to  any  subject  vdiatsoever,  except  those  relat** 
ing  to  tlie  subjects  hereinafter  mentioned^ to  submit  and  fully 
disclose  the  same  toithe  said  Villard  and  to  give  to  him  all 
such  information  in  regard  thereto  as  he  may  desire,  and  fur- 
tlier  agrees  tliat  for  a  period  of  three  months  from  the  time 
such  inventions  are  respectively  submitted  that  he  will  not  of¬ 
fer  or  dispose  of  the  same  to  others  but  on  the  contrary  durinj 
such  time  the  said  Villard  shall  have  the  exclusive  option  of 
acquiring  the  ri£^t  to  exploit  ajid  merchandise  the  said  invent- 


1 


2. 

•  ons  upon  tlie  terms  hereinafter  mentioned.  ■' 

SECOND:  Such  inventions  so  submitted  as  aforesaid  as 
.he  said  Villard  shall  either  decline  to  exploit  and  merchan¬ 
dise,  or  shall  fail  to  decide  concerning,  within  three  months 
from  the  time  they  are  respectively  submitted  to  him  as  afore¬ 
said,  the  said  Edison  shall  be  at  liberty  to  deal  with  as  he 
may  deem  proper  freed  from  all  and  every  obligation  to  the  said 
Vrllard. 


THIRD:  As  to  sucli  inventions  as  the  said  Villard  may 
decide  to  exploit  auid  mercliandise  he  Oie  said  Villard  agrees 
that  lie  will  within  the  period  of  three  months  from  the  time 
of,  such  decision  furni^i  or  cause  to  be  fui>nished  v/hatever 
capital  may  be  necessary  therefor.  If  in  the  opinion  of  the 
parties  liereto  said  inventions  or  any  of  them  for  its  or  their 
proper  exploitation  require  that  a  corporation  should  be  formed 
the  said  Villard  shall  cause  a  corporation  to  be  formed  with  a 
capital  stock  equal  in  amount  to  double  the  amount  of  money 
estimated  to  be  required  for  the  proper  exploitation  of  the  in¬ 
ventions,  one  half  of  such  stock  to  be  issued  to  the  said  Ed¬ 
ison  in  consideration  of  his  assigning  the  inventions  to  be 
TUx  ^)cu-J  PcCCuvi. 

possessed  by  the  company,  to  W.it:  the  other  half  to  be  sub- 

Z' 

scribed  for  at  par  to  raise  moneys  for  the  business.  The  eor- 
poration  shall  also  be  required  to  pay  to  the  said  Edison  such 
sums  as  he  may  have  expended  on  experiments  leading  up  to  the 
invention  or  inventions  to  be  possessed  by  it  ajid  all  expenses 
in  obtaining  patents  upon  siad  inventions. 

If  the  parties  hereto  deem  it  unnecessary  to  form  a  corpo- 


1 


3. 

ration  for  the  exploitation  of  any  invention  but  to  n.anage  th« 
same  as  a  partnership,  then  and  in  sucli  case  the  said  Villard 
shall  repay  to  tJie  said  Edison  the  cost  of  all  experiments  and 
patents  and  sliall  furnish  all  the  capital  required  for  the  mer> 
chandising  of  the  invent ioji,  and  all  profits  derived  from  the 
same  shall  be  divided  equally  between  the  parties  hereto. 

FOURTH;  Inventions  which  relate  or  in  any  way  apper- 
tain  to  the  generation,  regulation,  or  application  of  electrici¬ 
ty  to  light,  heat  and  power,  to  electro  plating,  to  the  tele¬ 
graph,  tel?)lione,  ocean  cable,  milling  of  ores,  the  phonograph, 
or  duplicating  process,  shall  not  come  under  or  be  in  any  way 
affected  by  this  agreeraeait  but  are  hereby  expressly  exempted 
from  the  operation  hereof,  the  said  Edison  being  under  exi stint 
contract  obligations  in  regard  to  such  inventions. 

FIFTH;  This  contract  shall  continue  for  a  period  of 
five  years  from  its  date.  In  case  of  the  death  of  the  said 
Villard  within  such  period  or  of  his  retirement  from  business 
it  sliall  end  upon  such  death  or  retirement.  This  contract  is 
personal  to  the  said  Villard  and  not  assignable  by  him. 

IN  WITNESS  WHEREOF  the  parties  hereto  have  set  their 
hands  and  seals  the  day  and  year  first  above  written. 


MISCELLANEOUS  LEGAL  FILE 


1888 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


€ 


Annual  Ci-rtificatb 


liDISON  Sl’IiAKING  PHONOGRAPH  COMPANY.  • 


FEBRUARY  14.  1888. 


llie  Umlorsignod,  being  the  President  and  '1'ron.sui'or  of 
the  Edison  SriUKiNa  Piionooiiapii  Companv,  a  corporation 
organized  nnder  the  Statute  Laws  of  tlio  State  of  Coniiooti- 
ont  regulating  the  formation  of  joint  stock  corporations,  and 
located  in  the  Town  of  Nonvnlk,  County  of  Fairfield,  in  said 
State,  in  piirsnnnco  of  the  statute  laws  nnder  which  said 
corporation  is  oiganizod,  hereby  certify ; 

Ist :  That  the  amount  of  capital  stock  actually  paid  in  is 
six  hundred  thousand  (8600,000.00)  dollnra. 

2nd  ;  The  cosh  value  of  its  real  estate  is  nothing. 

3rd  :  The  cash  vnliio  of  its  personal  estate,  oxoliisiro  of 
patents,  is,  ns  nearly  as  can  bo  ascertained,  about  five 
thousand  (86,000.00)  dollare. 

4th  :  The  amount  of  its  debts,  nothing. 

5th  :  The  amount  of  its  credits,  nothing. 

6th  :  The  name,  rosidonoo  and  number  of  shares  of  each 
stockholder  is  ns  follows,  viz.: 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


TJ.  H.  Pniiitor _ 

Clmi'loa  Biifccholor. 
Goo.  L.  Braclloy  . 
'Ihoiiiiis  SiukIqi's 

-T.  0.  Eoiir . 

^y.  B.  Oliaiidlor. 


Washington  D.  C. . . 

Ornngo,  N.  J . 

Poinl'rot,  Conn . 

Havoi'hill,  Mass _ 

Now  York  City,  N.  Y. 
Now  Hainpsliiro,  .. 


Titninas  A.  Bdison . .  Orango,  N.  J . 

E.  H.  Johnson .  Now  York  City,  N.  Y. 

Charlos  A.  Clioovor. .  Now  York  City,  N.  Y. 
Jolni  H.  Choover, 

Triistoo .  New  York  City,  N. 

Alfred  Eoosovolt,  as 
oxoontor  of  the  will 
of  H.  L.  Roosevelt, 

deooasod .  Now  York  City,  N. 

Gardner 6.  Hubbard.  Washington,  t).  C. 

A.  H.  Byington ....  Norwalk,  Conn  .... 
Matilda  Arnold  and 
anothor,  as  oxcoutor 
of  the  will  of  AY.  P. 

Arnold,  deo'd  .  Elizaboth,  N.  J..., 


Tlie  foregoing  statoniont  show.s  the  condition  of  tho  aflairs  • 
of  said  corporation,  as  nearly  ns  can  bo  nscertniiiod,  on  the 
1st  day  of  Deooinbor,  1887.  And  in  fnrtlier  piii’siianco'of 
said  statute  laws  wo  lodge  tliis  oertificato  with  tho  Town 
Clerk  of  tho  Town  of  Norwalk,  Conn.,  in  which  town  said  ' 
corporation  is  located,  and  a  dnplioato  of  said  cortilicato 
(except  tho  names,  residences  and  number  of  shares  of  each 
stockholder)  with  tho  Secretary  of  this  State. 

Dated  at  Now  York,  N.  Y.,  this  14th  day  of  Fobriiarv,  ' 
A.  D.  1888. 

ClIAS.  A.  OlIEEVElt, 

President. 

Geo.  Tj.  Bhadlbv, 


CnAiitES  A.  OiiF.EVEii,  being  duly  sworn,  deposes  and  says 
that  ho  has  road  tho  foregoing  oortitioato  and  knows  tho 
coiitonts  thereof ;  that  ho  oxocnted  tho  same  ns  president, 
and  that  the  same  is  true  to  tho  best  of  his  knowledge,  in- 
formation  and  belief. 

Sworn  to  before  me  this  14th  )  OliAs.  A.  Ciieeveii. 

day  of  February,  1888.  { 

Hauoiiwout  Howe, 

Notary  Pnblio  (No.  23), 

Now  Y'ork  Comity. 


City,  County  and  State  of  New  Yoiik,  ss.; 

Geoiiqk  L.  BiiADLLi,  being  duly'  sworn,  deposes  and  says 
that  ho  has  road  tho  foregoing  eortifieato  and  knows  tho 
contents  thereof ;  that  ho  executed  tho  sanio  ns  treasurer, 
and  that  tho  same  is  true  to  the  best  of  his  knowledge,  in- 
fonnntioii  and  belief. 

Sworn  to  before  mo  this  14th  )  Geo.  L.  Biiadley. 

day  of  February,  1888.  ] 

Hauoiiwout  Howe, 

Notary  Pnblio  (No.  23), 

Now  York  County. 


JiiSSE  II.  LiFPiNcorr. 


3^(JVCClUXnt,  made  this  tivonty-sixtk  day  of 
Mavoli,  ill  the  year  one  thousand  eight  hundred  and  eighty- 
eight,  by  and  between  The  Amehican  Gii,vriioriioNE  Com- 
I’ANY,  of  West  Virginia,  of  the  one  part,  and  Jesse  H.  Lip- 
I'lNOOTT,  of  tlio  City  of  New  York,  party  of  the  second  part. 


Wiltiesselh ; 


loaso  niul  uso  in  tlio  Unitocl  States  (exoeiitiiig  the  States  of 
Illinois,  'Wisconsin  and  Michigan)  upon  tlio  terms,  subject  to 
the  conditions  and  with  the  exceptions  heroin  expressed,  all 
tho  giaphophono  instruments  and  supplies  therefor  niunu- 
fnetured  by  or  for  tho  said  American  Gtapliophono  Company 
for  sale  and  use  in  tho  said  territory  under  its  agreement 
with  and  lieonse  from  the  '^''olta  Grnphophono  Company,  to 
tho  extent  of  at  least  five  thousand  (5,000)  of  tho  said  in¬ 
struments  in  eaeh  year  utter  tho  first  year,  it  being 
iindoistood  that  said  American  Grapliophoiio  Company 
shall  speedily  provide  for  tho  delivery  of  the  three 
hundred  instruments  now  in  process  of  mauiifactnro  and 
shall  arrange  for  tho  nninufaeturo  and  delivery  of  at 
least  one  hundred  instrumonts  per  week,  with  all  pos¬ 
sible  dispatch,  and  as  many  more  per  week  ns  the 
party  of  tho  second  part  shall  in  writing  state  Unit  ho  will 
take  mid  pay  for  ns  horoinaftor  provided;  but  after  said 
American  Graphophouo  Company  shall  have  aiTanged  for  a 
weekly  output  ns  above,  no  iueteaso  in  said  number  shall  bo 
required  except  after  notice  in  writing  from  tho  party  of  the 
second  part  equal  to  thirty  da3’s  for  each  iiiereaso  of  thirty 
instrumentH  per  week.  All  requisitions  by  tho  partj'  of  tho 
second  part  shall  bo  in  writing  and  shall  bo  filled  as  promptly 
as  may  bo  with  diligent  oflbrt  by  tho  said  American  Gnipho- 
phono  Company  in’ tho  nmnufneturo  of  tho  same. 

The  States  of  Illinois,  Wisconsin  mid  Michigan  are  ex¬ 
cepted  from  this  ugioomont,  and  ns  to  the  said  three  States, 
tho  Said  Amorican  Ginphophoiio  Compunv  reserves  and  re¬ 
tains  nil  its  present  rights  ns  fully  as  if  this  agreement  wore 

Provided,  that  in  ease  the  said  Amorican  Grnphoplionc 
Company  sliull  not  make  a  contract  with  or  grant  license  to 
any  other  person  or  persons  for  the  said  three  States  within 
ninety  days  after  tho  execution  of  those  presents,  then  the 
said  throe  States  shall  be  added  to  tho  territory  included 
within  this  agreement,  and  bo  subject  to  all  the  provisions, 
terms  and  conditions  heroin  contained. 


Provided  further,  that  if  at  any  time  after  one  year  from 
the  date  of  this  agreement  tho  said  Amorican  Gruphophone 
Company  shnll  bo  unable  to  deliver  to  tho  said  party  of  tho 
second  part  instrumonts  and  supplies  for  which  tho  said 
partj’  of  tho  second  part  shnll  have  made  duo  requisition  os 
heroin  provided  within  a  reasonable  time  after  such  requisi¬ 
tion  shall  have  been  made,  thou  tho  said  iiarty  of  tho  second 
part,  after  notice  in  writing  to  tho  said  company,  shall  have 
tho  right  to  mmmfaoturo  or  cause  to  bo  mmmraoturod  in¬ 
struments  or  supplies  or  both  necessary  to  fill  so  much  of 
such  requisitions  ns  tho  said  Amorioan  Graphophouo  Com¬ 
pany  cannot  furnish,  paying  to  tho  said  company  on  siioli 
instruments  the  sum  of  twenty-five  (S26)  dollars  each,  and 
on  such  supplies  tho  prieos  heroin  named  or  hereafter 
mutually  agreed  upon,  loss  tho  actual  cost  of  such  ninnu- 
faotnro ;  and  provided  further,  that  such  nianufaeturo  of  in¬ 
struments  or  supplies  shall  bo  under  tho  supervision  and 
approval  of  an  inspector  appointed  by  tho  said  compnnj’, 
tho  cost  of  whoso  services  shall  bo  added  to  tho  said  sum  of 
twoiity-fivo  (S26)  dollars;  and  provided  further,  that  the 
imrty  of  tho  second  part  shall  in  such  case  give  tho  said 
company  timely  notice  of  tho  place  whore  such  mnnu- 
fneturo  shnll  bo  ordered  and  tho  number  so  ordered,  mid  no 
maiiiifacture  under  this  provision  shall  bo  begun  or  ngreo- 
ment  for  such  manufacture  bo  made  until  tho  same  shall 
linvo  boon  approved  by  tho  said  Amorioan  Graphophone 
Coinpniiy  in  writing. 

2.  If,  at  tho  expiration  of  two  years  from  the  date  hereof, 
there  shall  bo  in  any  portion  of  the  tenitory  covered  by  this 
ngraeniont  a  demand  for  the  said  instnnnents  or  supplies 
which  tho  said  party  of  tho  second  part  shall  nogloot  or  fail  to 
take  apiiropriato  measuroson  their  [hisj  part  to  meet,  tho  said 
Americtth  Graplioiihone  Company  may  give  notice  thereof  to 
the  said  party  of  tho  second  part;  mid  if  at  the  expiration 
of  thirty  days  thereafter  tho  said  neglect  or  omission  still 
continues,  tho  said  Amorican  Graphophone  Company  may 


luou  It  sliitll  not  intovfoi'Q  with  tUo  d 
iho  second  piii't,  of  instnimonts  nn 
iiisitioii  shiill  Imvo  boon  made  by  bin 


5.  The  party  of  tho  second  part  agrees  to  pay  foi 
grapbophono  instminonts  in  coniplete  order  and  rea 
use,  delivered  at  tho  place  of  innnnfaoturo,  boxed;  rea 
diipmont  and  tree  on  board  ten  (SIO)  dollai-s  on  enoh  c 
lirst  three  hundred  instruments  over  and  above  tho  c 
manufacture,  inspection,  adjustment,  boxing  and  del 
Hftcon  ($IS)  dollars  ovor  and  above  the  like  cost  on  e 
the  next  seven  hundred  instruments  ;  and  for  all  siibse 
instruments  tho  sum  of  forty  (SdO)  dollars  ouch,  pre 
that  if  the  gross  cost  of  the  instruments  to  tho  said  A 
mil  Grapbophono  Company  (including  any  royalties 
the  Said  company  may  have  to  pay  and  the  usual  i 
tacturers’  protits  in  case  the  company  shall  establish  it 
tnaiiufactury  )  m  complete  order  and  ready  for  use  deli 
it  the  place  of  maiinfiioturo,  boxed,  ready  for  sbipmei 
free  on  board,  shall  exceed  the  sum  of  twenty  ($20)  d 
inch,  then  tho  additional  cost  beyond  tho  said  twenty 
lollnrs  shall  bo  added  to  the  said  sum  of  forty  ($40)  cl 
id  paid  by  the  said  party  of  the  second  part,  provicl 
any  competing  instruments  shall  bo  placed  upon  tl 
t  and  thereby  roucler  it  advisable  or  iiecossary 
linioii  of  the  said  company  to  reduce ’the  selling 
u  said  company’s  instruments  below  eighty  ($80) 
oh,  thou  the  said  forty  ($40)  dollars  shall  be  reduc 
ta  ;  but  no  reduction  in  the  selling  price  below  eight 
ilhirs  shall  be  made  without  the  written  consent  of  t 
iiericnn  Graphopliouo  Comimny,  [and  if  the  selling 
ctruments  is  over  one  hundred  dollars  ($100)  thou 
as  above  this  amount  is  to  be  equally  divided  betw 
nerican  Gmphophoiie  Company  and  the  party 
solid  part.] 

The  selliiii!  price  of  ovlinders  shall  bo  fixed  from 


ngieo,  or  formij'  other  enuso,  thou  the  parties  hereto  shall  bo 
roinitted  to  their  other  remedies  under  this  agreement  or  ns 
provided  by  law. 

Tlie  said  party  of  the  second  part  shall  as  a  condition  pre¬ 
cedent  deliver  to  the  said  Company  or  its  president,  his 
bond  in  the  sum  of  two  hundred  thousand  ($200,000)  dollare 
with  sureties  to  be  approved  by  a  vote  of  the  Board  of  Di¬ 
rectors  of  the  said  Comimny,  conditioned  for  the  faithful  per- 
forinauco  and  observance  by  the  said  party  of  the  second 
part  of  all  the  undertakings,  conditions  and  covenants  of  this 
agreement  on  his  i)art  to  bo  kept  and  perfoimed. 

This  agreement  is  made  on  the  part  of  the  said  American 
Graphophone  Company,  subject  to  the  approval  of  its  stocU- 
holdei-s  by  a  majority  vote  at  a  stockholders'  meeting.  . 

In  testimony  whereof,  the  said  American  Graphophone 
Company  by  the  signature  of  its  president  and  secretary  and 
the  affixing  of  its  corporate  se.al  and  the  said  party  of  the 
second  i)art  by  his  hand  and  seal,  have  executed  these  pre¬ 
sents  the  day  and  year  first  nbove  written.  • 

In  the  presence  of 
Hariiv  M.  Pavne. 

John  F.  Cox, 

James  G.  Payne, 

I'rosident  of  the  American  Grnphophono 
Comimny  of  West  Viiginia. 

[seal  op  A.  a.  CO.] 

Austin  Here, 

Seely.  Am.  G.  Co. 


ELECTRIC  LIGHTING. 
DIVERS  DOCUMENTS. 


— ooOoo— 


1?BM 


(COPY) 


t 


i 

CHAPTER  VIII. 


DIVERS  DOCUl'IEHTS . 


FIRST  CONTRACT  FOR  PUBLIC  LIGHTING. 

EETWEEH  THE  UHDFJtSIC-NEP; 

THE  MINISTER  OF  COMMERCE  &  INDUSTRY,  Coranissioner  General 
of  the  Exposition  of  1889,  acting  the  said  quality  og  oomnissioner 
general  on  the  one  hand, and  M.  Hippolyte  Fontaine,  Administrator 
of  the  Society  of  the  Gramne  Magneto-electric  ?*tachines,  whose  main 
office  is  at  Paris,  15  rue  Drouot; 

PAUL  LEMONNIER,  administrator  of  the  Society  en  commandite 
(silent  partners)  Sautter-Lemonnier  &  Co.,  whose  main  office  is 
at  Paris,  Avenue  de  Suffren,  26; 

POL  FABRY,  administrator  of  tho  Society  "Electric  Lighting" 
whose  main  office  is  at  Paris,  250, Rue  Lecourbe; 

Louis  Rau,  President  of  the  Council  of  Administration  of  the 
Edison  Continental  Company,  whose  main  office  is  at  Paris,  8, 

Rue  Caumartin; 

Acting  as  well  in  the  name  of  the  Societies  which  they  repre¬ 
sent  and  as  founders  of  the  International  Syndicate  of  electricians 
whose  statues,  approved  by  ministerial  decision  dated  February  15, 
1888,  are  annexed  to  tho  present,  and  have  for  their  object  the 
collective  exhibition  of  public  and  private  lighting,  by  electric¬ 
ity,  of  the  vrhole  or  part  of  the  Exposition  of  1889. 

On  the  other  hand; 

The  following  has  been  agreed  upon; 


ARTICLE  first: 


The  Minister  of  Commerce  and  Industry,  after  deliberation  of 
the  Comnitteo  of  Control  and  Finance  charged  to  administer  the 
security  association,  according  to  the  terms  of  the  agreements 
annexed  to  the  law  of  July  6th,  1886,  and  after  favorable  opinion 
on  the  part  of  the  Section  of  the  Public  Works,  of  Agriculture, 
of  Coirtcercc  and  Industry,  of  the  State  Council,  authorizes  Messrs. 
HIPPOLYTE  FONTAINES  PAUL  LEMONNIER*  POL  FABRY,  LOUIS  RAU?  IN 
their  qualities,  to  install  a  collective  exhibition  of  electric 
lighting,  in  the  palaces  (halls)  and  gardens  of  the  Universal 
Exposition  of  1889,  for  the  whole  term  of  its  duration,  and  to 
receive  the  price  of  admission  from  evening  visitors.  This  power 
is  given  with  the  charges  and  conditions  stipulated  in  the  followi© 
ing  articles; 


ARTICLE  SECOND, 

Messrs.  Hlppolyte  Fontaine,  Paul  Lemonnier,  Pol  Fabry, 

Louis  Rau,  in  their  qualities  bind  themselves  in  joint  liability: 

1st  To  admit  into  the  international  syndicate  for  Electric 
lighting,  the  exhibitors  who  shall  ask  it,  in  conformity  with 
articles  3  and  7  of  the  statues  of  this  incorporated  syndicate. 

2nd  To  pay  at  their  own  cost,  risk  and  peril,  all  the  expen¬ 
ses  of  construction,  of  setting,  of  running  and  care  to  keep  the 
machinery,  apparatus,  regulators,  cables  etc,,  in  order,  and  what¬ 
ever  expenses  are  required  for  the  said  lighting,  which  shall 
extend  from  the  hall  of  machines  (large  nave  and  side  aisle)  to 
the  court  of  the  motive  power  and  to  the  courts  adjoining  it  at 
right  angles  to  the  height  of  the  garden,  30  meters;  to  the 
galleries  of  the  divers  exhibitions,  to  the  galleries  Rapp  and 


Dosaix,  to  the  terraces  of  the  palaces  of  Pine  Arts  and  of  Liberal 
Arte  overlooking  the  garden,  from  the  lov/or  gardens  of  the  Chanp- 
de-  Mara,  to  the  exploitation  building,  to  the  palace  of  alimen¬ 
tary  products,  to  the  road  pasoing  front  of  this  palace,  and  going 
from  the  Ghanp-de-Mars  to  the  Alma  bridge,  finally  to  the  fountains 
and  basins  lighted  under  v/ater,  in  one  word,  according  to  the 
indications  marked  on  the  annexed  plan. 

In  case  that  the  Administration  should  deem  it  UB»ful  to 
light  the  interior  of  the  palaces  of  Pins  Art  and  Liberal  Arts, 
or  any  other  part  of  the  Exposition  not  mentioned  in  the  precoodlng 
paragraph,  the  expenses  incurred  by  the  Syndicate  for  the  instal¬ 
lation  and  running  of  this  additional  lighting  should  be  charged 
to  the  Administration  of  the  Exposition. 

The  whole  of  the  proposed  lighting  will  comprise  a  surface 
of  about  300,000  square  meters  and  a  total  intensity  of  about 
150,000  Caro  el  jets,  9?‘2  Standard  candles  obtained  from  a  Motive 
poiier  of  3,000  horse  power  of  steam; 

3rd;  To  make  for  the  exhibitors  or  exploiters  all  the  in¬ 
stallations  which  will  be  asked  for  piivate  electric  lighting; 
to  maintain  these  installations  in  good  condition  and  to  i%mish 
the  electricity  required  for  lijjiting. 

The  e^qjenses  included  in  this  third  category  shall  be  paid 
by  means  pf  subscription  by  the  exhibitors,  agreeable  to  a  tariff 
submitted  to  the  apiirobation  of  the  Minister  of  Coirnioroe  and 
Industry. 

The  use  of  electricity  is  not  obligatory,  and  the  exhibitors 
or  e^qjloitors  shall  have  the  right  to  make  use  of  any  other  kind 
of  lighting,  but  the  Syndicate  shall  alone  provide  for  furnishings 
and  works  relative  to  the  use  of  electricity. 


ARTICLE  3. 


The  price  of  evening  admiaaion  is  fixed  at  2  franca  during 
the  week,  and  one  franc  on  Sunday. 

On  holiday  evenings  a  special  price  will  be  asked,  which 
shall  be  fixed  by  the  Minister  of  Conmerce  and  Industry.  if  that 
price  exceeds  2  franca  the  surplus  shall  be  handed  over  to  the 
Administration  of  the  Exposition,  to  cover  the  supplementary  ex¬ 
penses  of  holidays,  unless  the  Syndicate  is  asked  to  concur  and  to 
execute  the  special  works  for  the  circumstances,  in  which  case  an 
a-sreement  will  be  made  before  the  beginning  of  the  Works,  to  de¬ 
termine  the  part  which  from  this  surplus  should  be  attributed  to 
the  Syndicate. 


ARTICLE  4. 

on  the  receipt  arising  from  the  evening  aAnlssion,  and  in 
lieu  of  repayment,  the  Syndicate  leaves  to  the  Minister  of 
Comerce  and  Indixstry  half  of  the  gross  receipts;  however,  when 
the  product  of  the  receipts  shall  be  more  than  3600000  francs, 
the  part  attributed  to  the  state  shall  be  T/lo  on  the  first 
500,000  francs  of  the  surplus,  a/lo  on  the  next  500,000  francs, 
9/10  on  the  remainder,  whatever  be  its  amount. 

It  is  specified  that  the  gross  receipts  to  which  the  above 
mentioned  division  is  applicable,  comprise: 

1...  Th.  Of 

“»  -ppi-nt  «.i.h  .m  0. 1„. 

6  fo„,..  .0  0,  . . . 

tPor,  „„„ 


ARTICLE  FIFTH. 


The  proceeds  of  the  evening  admission  and  of  the  extra  due 
on  subscription,  if  there  is  any,  shall  be  realized  by  the  agents 
of  the  public  Treasury. 

The  distribution  of  the  proceeds  of  admission  shall  be  made 
between  the  parties  interested  on  the  tables  made  by  the  General 
Director  of  Finance,  and  approved  by  the  Minister  Conrierce  General. 

The  subscriptions  for  fttrnishings  and  work  to  be  paid  by  the 
exhibitors  or  exploiters,  will  be  raised  by  the  Syndicate  at  their 
risk  and  peril, 

ARTICLE  SIXTH. 

The  plans  and  specifications  of  the  works  of  construction 
and  installation  and  the  models  of  the  apparatus  used  shall  be 
submitted  before  they  are  executed,  to  the  examination  of  the 
General  Director  of  Public  Works,  or  the  General  Director  of  the 
Exploitation,  who  may  demand  any  modifications  thought  useful  to 
their  service. 

In  case  the  administration  should  require  lanterns  or  other 
machinery  after  the  specified  model,  to  be  placed  around  the 
palaces  of  fine  arts  and  Liberal  arts,  and  the  galleries  of  the 
divers  expositions,  the  expense  resulting  from  this  installation 
would  be  at  the  bxx  charge  of  the  administration. 

No  public  or  private  installation  can  be  put  in  use  before 
having  been  examined  and  approved,  either  by  the  General  Director 
of  Public  Works,  or  by  the  General  Directory  of  Exploitation,  as 
the  case  may  be. 

ARTICLE  SEVEN. 

Messrs.  Hippolyte  Fontaine,  Paul  Lemonnier,  Pol  Fabry,  Louis 


(6) 


4 


Rau  in  their  qualities,  will  be  subject  to  all  the  conditions 

imposed  on  the  exhibitors  and  to  the  lessees  admitted  to  construct 

v/ithin  the  enclosure  of  the  exposition. 

to 

They  must  conform  strictly  all  the  police  regulations  est¬ 
ablished  by  the  Administration. 

ARTICUS  EIGHTH. 

Messrs.  Hippolyte  Fontaine,  Paul  Lemonnier,  Pol  Fabry,  Louis 
Rau,  in  their  qualities,  are  exempted  to  furnish  bonds. 

ARTICLE  Hlirai. 

Tho  rights  of  sealing  and  registration,  of  the  foregoing, 
will  be  charged  to  Messrs.  Hippolyte  Fontaine,  Paul  Lemonnier, 

Pol  Fabry,  Louis  Rau,  in  their  qualities. 

ARTICLE  TENTH. 

The  Minister  of  Comnerce  and  Industry  will  decide,  reserving 
an  appeal  to  the  State  Council,  on  all 

difficulties  which  may  arise  from  tho  execution  of  the  foregoing. 
Made  in  duplicate  at  Paris,  February  10th,  1888. 

Signed;  Lucien  DAUTRESIffl,  Hippolyte 
FONTAINE,  Paul  LEMONNIER 
Louis  RAU  and  Paul  FABRY. 

SPECIFICATIONS. 

ARTICLE  FIRST. 

The  olctrlcal  machine  must  be  placed  in  a  locality  where 


their  conductors  can  be  well  seen. 


They  must  be  properly  Au5bBitH;i 


(7) 


insulated. 

If  the  Outcoins  currents  are  of  a  nature  to  create  danger 
for  persons  admitted  into  the  hall,  the  conductors  must  be  placed 
as  much  as  possible  out  of  the  reach  of  the  hand;  in  those  parts 
v;here  this  condition  would  not  be  realized,  the  conductors  must 
be  furnished  with  inshlating  cases. 

In  case  of  machines  with  alternating  currents  or  machines 
with  continued  current  giving  very  high  electro-motive  powers, 
there  may  be  prescribed,  for  the  workmen  on  service,  peculiar 
precautions,  such  as  the  use  of  rubber  gloves. 

A  placard,  which  may  be  placed  in  a  very  prominent  manner 
in  the  machine  halls,  shall  indicate  the  special  precautions 
which  must  be  taken  by  the  workmen  with  a  view  of  assuring  their 
safety. 

ARTICIxE  2. 

The  use  of  earth,  metalio  framework,  of  conduits,  of  water 
or  gas  to  complete  the  circuit,  is  forbidden. 

ARTICLE  3. 

In  each  of  the  sections  of  the  circuit  the  diameter  of  the 
conductors  must  be  in  relation  to  the  intensity  of  the  currents, 
so  that  there  cannot  arise,  at  any  point,  a  heat  dangerous  to  the 
insulation  of  the  conductors  or  the  surrounding  objects. 

The  adjustment  must  be  made  so  as  not  to  Introduce  into  the 
circuit  weak  points,  looking  at  it  from  a  mechanical  point,  or 
presenting  a  dangerous  electrical  resistance. 

ARTICLI  4. 

The  wires  used  must  be,  either  bare,  or  covered  with  an  in¬ 


sulating  wrapper.  In  case  of  the  wire  being  bare,  it  must  never 
be  within  reach  of  the  hand,  nor  even  on  the  roof. 


(8) 


At  points  of  juncture,  which  by  their  position,  might  pre¬ 
sent  some  dangers,  there  may  be  prescribed  the  use  of  insulating 
wrapper  (for  instance  a  rubber  ribbon  or  tube)  on  a  length  of  at 
least  fifty  centimetres  (Ora, 50)  on  each  side  of  the  support. 

The  wite  must  be  as  far  as  possible  from  the  conducting 
masses,  from  the  water  pipes  or  gas  pipes,  especially  in  the  neigh¬ 
borhood  of  buildings. 

Relative  to  alternating  currents,  the  junction  which  serve 
as  conductors  of  currents  must  always  be  out  of  roach  of  the  hand. 

As  to  the  continuous  currents  the  same  precaution  must  be 
used  each  time  when  the  difference  of  the  potential  is  beyond(300V) 
three  hundred  volts. 

ARTICIK  5. 

If  the  conductors  cross  a  telegraph  or  telephone  line,  or 
pass  within  a  distance  of  at  least  two  metres  {2m)  of  one  of  these 
linos,  or  at  a  distance  of  at  least  one  metro  (Im)  of  the  con¬ 
ducting  massts,  they  must  be  covered. 

The  use  of  concentric  cables  may  be  required  in  the  sewer 

lino. 

ARTICIK  6. 

The  conductors  passing  throu(^  roofs,  floors,  walls,  parti¬ 
tions,  or  in  the  neighborhood  of  metalic  masHs,  must  alv/ays  be  oov 
ored.  They  must,  moreover, be  incased  in  a  hard  material  on  the 
points  where  they  will  be  exposed  to  deteriorations . by  rubbing  or 
any  other  destrlctlve  cause.  In  those  parts  of  their  course  where 


(9) 


they  are  invisible,  they  must  be  so  disposed  as  to  be  protected 
from  any  deterioration,  and  their  position  must  be  mariced  aaotly, 
ARTICIE  7. 

The  apparatus  which  is  generatln^lectrioity,  and  the  groups 
of  apparatus  which  receive  It,  must  bo  furnished  with  organa-devlc- 
es-  Which  will  permit  of  rapid  isolation  from  the  general  net-work. 

At  the  seat  of  the  generating  pqjparatus  an  indicator,  placed 
in  a  very  apparent  manner,  will  show  at  any  moment  the  difference 
between  the  potential  and  the  Junctions. 

ARTICliE  8. 

The  exterior  oott*  circuits  must  be  protected  by  lighting  oon- 
duetors. 

ARTICBB  9. 

The  water  necessary  for  the  Olimentatlon  of  the  steam 
generators  and  the  condensation  of  the  motive  machines  established 
by  the  Syndicate  of  eleotrlcians,  anywhere  else  than  on  the 
shore  Of  the  Seine,  con  be  furnished  by  the  Administration  of  the 
Exposition,  at  the  rate  of  fifteen  centimes  the  cube  metre  (Ofr.is 
the  cube  metre). 

However,  the  Syndicate  of  electridads  must  manifast  their 
inttntion  of  profiting  by  this  clause  before  the  first  of  Manjh, 

1888. 

The  furnishing  of  this  water  must  be  tested  by  means  of 
reokonors  accepted  by  the  Administration  of  the  Exposition  and 
established  by  the  Syndicate  and  at  their  expense,  on  evenr  drmw 
of  water  coming  from  the  general  canalization  of  sixty  centimetres 
(0m,60)  of  diameter,  whom  th.  Administration  will  Installn  the 
machine  hall. 


(10) 


H 

The  furnihliing  and  aetting  of  the  branches  of  the  drav/ing  of 
cold  water  are  charged  to  the  Syndicate. 

The  keys  of  the  reckoners  v/ill  remain  in  the  hands  of  the 
Inspector  of  the  Mechanical  and  the  Klee  trie al  service,  who  must 
read  the  indications  on  this  apparatus.  The  account  for  furnish¬ 
ing  water  must  be  settled  at  the  end  of  each  month,  and  the  price 
will  be  charged  to  the  Syndicate  by  the  general  direction  of 
Finance,  according  to  the  list  handed  over  by  the  same  to  the 
Syndicate, 

ARTICliE  10. 

The  hot  water  ooming  from  the  condensers  of  the  motive 
owatMoME  machines  cannot  be  ejected  into  the  sowers  that  lie  under 
the  Champ -de-Mars;  they  must  be  conducted  directly  to  the  Seine. 

For  this  purpose,  the  Administration  of  the  Exposition  puts 
at  the  disposal  of  the  Syndicate  t||i/colieetor  of  oast  iron,  of 
sixty  centimetres  (0m,<*0)  diameter,  which  li  will  lay  frtm  the 
machine  hall  to  the  Seine,  following  the  avenpe  da  Suffmn. 

The  furnishing  and  the  aetting  of  the  branches  going  out 
from  this  oil lector  are  charged  to  the  Syndicate. 

ARTICLE  11. 

The  installation  of  the  branches  from  which  cold  water  is 
drawn,  and  the  evacuation  of  hot  water,  which  the  Syndicate  must 
establish,  must  be  made  in  accoidance  with  the  plans  submitted  by 
the  Syndicate  and  approved  by  the  General  Direction  of  the  works 
of  the  Exposition, 


INTERNATIONAL  SYNDICATE  OP  ELECTRICIANS. 

STATUTES. 

BETV/EEN  THE  UNDERSIGNED: 

M,  Hippolyte  FONTAINE,  administrator  of  the  Society  of  the 
Gramme  magneto-el ectrlo  machines,  v/hose  main  office  Ifl  at  Paris, 
rue  Drouot,  no  15; 

M.  Paul  LEMMONNIER,  administrator  of  the  Society  en  commandite 
{sleeping  partnetT)  Sauttor-Lemonnior  and  Co,,  whose  main  office 
Is  In  Paris,  avenue  de  Suffren,  no  26; 

M.  Pol  Fabry,  administrator  .of  the  Society  of  Electric 
Lighting,  whose  main  office  is  at  Paris,  ruo  Leoourbe,  no  250; 

M.  Louis  Rau,  president  of  the  Council  of  Administration  of 
the  Edison  Continental  Company,  whose  main  office  is  at  Paris, 
ruo  Caumartin,  no  8; 

TNE  FOLLOWING  NAS  BEEN  AGREED  UPON: 

ARTICLE  FIRST. 

The  undersigned,  in  the  names  and  qualities  which  they  re¬ 
present,  have,  by  the  foregoing,  formed  among  thsmsolves  a  part¬ 
nership,  to  the  end  and  conditions  that  follow, 

ARTICLE,  2, 

Object,  This  Society  has  for  its  sole  object  the 

organization  and  running  of  the  E:qiosltlon  of 
public  and  private  lighting  by  Electricity,  of 
the  whole  or  part  of  the  Universal  Exposition 
of  1889.  It  will  terminate  at"the  time  of  the 
liquidation  of  this  unique  operation. 


(12) 


Sharoholdera , 


Organization. 


ARTICtE  3. 

To  the  same  partnership  and  to  tho  sane 
conditions  as  those  which  exist  or  shall  exist 
fer  the  undersigned,  v/ill  be  admitted  all  the 
exhibitors  of  electric  lighting,  without  dls- 
tinotion  of  nationality,  who  are  willing  to 
compote  in  the  said  enterprise,  and  will  ad¬ 
here  to  the  present  statutes, 

ARTICLE  4. 

The  public  and  private  lighting  of  the 
Exposition  will  be  organized  in  the  care  of 
the  Society,  under  the  superintendence  of  the 
General  Directors  of  the  works  and  the  ex¬ 
ploitation,  with  the  view  of  obtaining  the 
best  results  of  the  whole,  and  with  the  ex¬ 
clusion,  for  every  system,  of  any  consider¬ 
ation  of  private  interest, 

ARTICLE  5, 

The  social  funds  are  fixed  at  the  sum  of 
300,000  francs,  represented  by  300  parts  of 
1,000  francs  each, 

ARTICLE  6, 

The  payments  will  be  made  In  the  follow¬ 
ing  manner; 

1/  in  subscription; 

1/4  on  July  let,  1888; 

1/4  on  January  1st,  1889; 

1/4  on  March  1st,  1889. 


(13) 


In  oaae  of  delay  of  one  of  these  payments, 
after  a  letter  of  warning  and  without  any  ftxrthor 


notice,  the  aubsoribers  will  have  lost  their 
rights,  and  the  sums  paid  will  belong  to  the 
Society. 

ARTICLE  7. 

Admissions.  Only  those  industrials  who  are  occupied  with 

the  Installation  of 'electric  lighting  will  be 
admitted  to  aubeoPiptlon* 

In  case  of  disagreement  between  the  Adminis¬ 
tration  of  the  Syndicate  and  an  Sxhinitor  de¬ 
sirous  of  entering  as  a  shareholder*  the  question 
mast  bo  submitted  to  the  Minister  of  Oonneros 
and  Industry,  whose  decision  will  bo  final. 
ARTICLE  8, 


Delay  of 
Subscription. 


Subscribers ' 
bonds . 


Subscriptions  will  be  received  until  Septem¬ 
ber  1st,  1888;  after  this  date,  no  shareholdom 
will  be  admitted  into  the  Syndicate. 

ARTICLE  9, 

Every  subscriber  binds  himself  to  Instal 
and  maintain,  in  excellent  condition,  during  the 
entire  Exposition,  all  the  electric  material; 
Dynamos,  cables  lights  and  accessories,  necessary 
for  the  utilization  of  t  lo  horse  power;  and  this, 
for  each  one  of  the  parts  triiich  will  be  attributed 


to  him, 


(14) 


The  motive  power  will  be  furniehed  to  him  by 
the  Adminiatration  of  the  Syndicate. 

He  binds  himself  likewiae  to  survey  his 
material  and  to  replace  the  carbons,  the  candles, 
the  lanips;  In  a  word,  to  make  the  exploitation 
regular  and  normal  of  all  the  apparatus  furnished 
by  him. 

Administration.  ARTIGI®  lo. 

The  Society  will  be  administered  by  a 
^  thus  conqioaed: 

Hlppolyte  Fontaine,  Administrator  of  the 
Gramme  Society  and  the  Electric  Company,  President. 

Paul  Lemonnier,  of  the  house  Sautter, 

Lemonnler  and  Oo, 

Louis  Rau,  President  of  the  Counsel  of  Ad¬ 
ministration  of  the  Edison  Continental  Co. 

Pol  Fabry,  director  of  the  Electric  lighting 
Society, 

in  „„  «  „ 

W,  of  ,h.  oonrony  a,,, 
presents, 

HO.,,...  a., 

Wni.,..  Of  o<»„o„.  „d 
nomination  be  valid. 


Role  of  the 
Counoll. 


Oeolslona  of 
the  Oounoll, 


(15) 

The  Oouncll  of  Administration  received  no 
presence  fee,  nor  any  other  reward,  for  the  per- 
fonaanco  of  their  functions.  It  acts  in  the 
name  of  all  the  industrials  who  occupy  themselves 
with  eleotrlo  lighting,  with  a  patriotic  aim  of  aid 
in  the  success  of  the  Universal  Exposition  of 
1889.  . 

Its  principle  part  Is  to  organize  the  electric 
lighting  on  a  serious  basis,  to  maintain  a  good 
understanding  among  the  shareholders  and  to  supply 
the  falling  off  of  sub  seribers  which  may  be 
forthcoming  at  the  last  moment. 

It  will  take.  In  connection  with  the  Minister 
of  Commerce  and  Industry,  the  responsibility  of 
the  work  to  which  are  invite*  all  the  special 
electricians  of  all  the  countries  which  will  be 
represented  at  the  Exposition. 

All  Ih.  4b,  ,444  b. 

In  .  b..,  i,.p„„4bl,  fbb  ,b,  4b, 

Synai,.,,. 

0o«„4i  Of  A«„4.4b.„.„  „44 

»««.  ..  th.  J„4,„,4  4b,  sy„„„4,  b„b4„,_ 


(16) 


The  deolsions  are  recorded  In  a  rogister 
and  signed  by  the  President  and  Secretary. 

ARTICLE  13, 

Power  of  the  The  Council  has  unlimited  power  to  act  in  the 

Council. 

name  of  the  Society  and  to  perform  all  operations 
relative  to  its  object. 

It  treats  with  the  Minister  of  cormeree  and 
Industry,  with  the  Contractors  of  motive  power, 
and  with  all  concessioners  having  need  of  electric 
lighting. 

It  receives  all  moneys,  gives  and  received 
good  and  valid  xnuisd  rooelpts,  authorizes  all 
Judiciary  processes,  as  plaintiff  or  defendant; 
signs  all  bills,  endorsements,  comnerelal  drafts 
and  bills,  and  it  detennlnes  upcm  all  the  Interests 
which  oonoom  the  Administration  of  the  Society. 

The  Society  is  pledged  by  the  signature  of 
two  Administrators  or  by  that  of  its  president 
and- Birsetor. 

The  power  Just  conferred  upon  the  Council 
of  Administration  is  declarative,  not  limiting; 
the  shareholders  understand  that  this  power  la  to 
be  as  extensive  as  those  of  the  most  authorized 
manager  of  the  Cocmroial  Soelety  acting  under  one 
name , 


(17) 


ARTICLE  14. 

Delegation  of  The  Cotmoll  can  delegate  its  power,  for  a 
power. 

determined  objeot,  to  suoh  person  as  he  pleases, 
by  speolal  order, 

ARTICLE  15, 

General  Assembly.  A  general  assembly,. at  idileh  all  the  sub- 
aeribera  are  invited  to  be  present,  or  to  be  re¬ 
presented,  .will  be  sailed  by  the  Couneil  and  held 
at  Paris  during  the  month  of  September  1888. 

This  general  assmnbiy  will  be  regttlarly  oon- 
atituted  if  it  oomprises,  at  least,  one  fourth  of 
the  aubseribers. 

If  this  number  is  not  oon5>lete  a  new  oon- 
vooation  Will  be  made  for  the  following  month, 
and  then  it  may  deoide,  whatever  be  the  number  of 


subscribers  present . 

ARTICLE  16. 

Presidency  of  _  . 

the  assembly.  soneral  assenfl^ly  will  be  presided  over 

by  the  President  of  the  Council  of  Ad- 

th.  oounon  r„. 

article  17, 


Order  of 
business. 


The  general  assembly  will  decide  upon  the 
proposals  prepared  by  the  Couneil.  which  proposals 
will  comprise  the  following  points: 


(18) 


let.  Regulation  for  the  installation  and 
the  laying  of  the  conductors; 

2nd.  Distribution  of  shares  among  the 
subscribers. 

3rd.  Distribution  of  spaces  for  lighting; 

4th.  Measures  of  general  interest  con- 
oerning  public  and  private  lighting. 

The  decision  of  the  general  assembly  will 
bo  decided  by  the  majority  of  votes  of  the 
members  present. 

These  decesions  can  only  become  executory 
for  all  the  shareholders,  after  the .approbation 
of  the  Minister  of  Commerce  and  Industry. 

ARTICBE  18. 

Liquidation.  The  reoef^ts  of  the  Society  result: 

1st.  Receipts. 

let.  From  the  payment  made  the  divers 
oonoessioners  for  their  lighting; 

2nd.  From  part  of  the  evening  admissions, 
which  will  .be  reserved  for  the  Society; 

3rd.  From  the  extra  fee  of  subscription 
imposed  on  the  ticket  tolders,  i^  there  are  any^y^'^ 
which  give  access  to  evening  sessions. 

.  4th.  From  payment  made  by  the  electrio- 
lans  or  other  exhibitors. who  may  ask  for  extra 
lightiixg  in  the  Exposition; 

Sth.  And  from  all  the  products  which  may 
be  derived  from  the  exploitation  of  the  conces¬ 
sion  made  to  the  Society. by  the  Minister  of 
Consnsree  and  Industry. 


(19) 


$11.  Division. 


Ministerial 

approbation 


ARTICLE  19. 

In  oassthe  total  of  the  receipts  should  be 
less  than  the  total  of  expenses,  the  differoneo 
will  be  furnished  by  the  shareholders  in  propor¬ 
tion  to  the  shares  they  possess. 

In  the  opposite  case,  the  benefits  of  the 
exploitation,  deductions  made  by  expenses  of  all 
kinds,  will  be  devided  among  the  shareholders  in 

proportion  to  the  number  of  their  shares. 

partly 

The  distribution  will  bo^mado  lianediately 
after  the  al&ting  «f  the  Exposition,  and  partly 
after  the  final  settlement  of  the  liquidation 
account. 

ARTICX£  20. 

The  present  statutes  will  be  submitted  to 
the  approbation  of  the  Minister  of  Cosmeroe  and 
Industry. 

They  may  bo|>iO(^i<iied  by  the  decision  of 
the  Council  Of  Administration  or  the  general 
assembly,  except  in  that  concerning  articles 
3  and  7,  signed  in  the  contract.  Those  modifi¬ 
cations  must  be  likewise  submitted  to  the  ap¬ 
probation  of  the  Minister. 

Made  in  quadruplyat  Paris,  February  16, 
1888.  Signed;  H.  CONTAIN,  P.  LEMOHNIER, 

.  L;*  RAU>  :p..  ::PABRY, 


(20) 


Note.  —  Article  18  has  been  modified  by 
decision  of  the  Council  of  Administeration,  v 
dated  March  17th,  1889,  after  new  conventions 
settled  with  the  state. 

ARTICIiE  IS, 

The  receipts  of  the  Society  proceed;. 

Ist,  Prom  the  payment  made  by  the  divers  conces¬ 
sioners  for  their  lighting; 

2nd,  Prom  the  sum  of  1,800,000  francs  to  be  paid  by 

the  State, 

3rd.  Prom  the  payment  made  by  the  eleotrioians  or 
other  exhibitors  who  may  ask  for  an  extra  supply  of  lighting  in  the 
Exposition; 

4th ■  And  from  all  the  products  which  may  bo  derived 
from  the  exploitationjof  the  ooneession  made  to  the  Society  by  the 
Binister  of  Coumoroe  and  Industry, 


(21) 


LETTER  ADDRESSED  TO  THE  ELECTRICIANS  BY  THE  FOUNDERS  OP  THE 
SYNDICATE. 

Sir:  — 

Wo  havo  the  honor  to  address  you! 

let.  The  statutes  of  the  Society  that  we  have  founded  with  a 
view  to  lighting  the  Universal  Exposition  of  at  the  request 

of  the  superior  Administsration} 

2nd.  The  treaty  passed  by  the  said  Society  with  the  Minister 
of  Comnerce  and  Industry,  Comnissioner  General  of  the  Exposition; 

3rd.  The  apooifioation  annexed  to  this  treaty; 

The  statutes  has  been  established  in  such  a  manner  as  to  facil¬ 
itate  the  admission  into  the  Society  of  all  electricians  employed 
in  lighting,  without  distinction  of  nationality,  however  slight  may 
bo  the  importance  of  the  participatias  which  they  bring  to  the  com¬ 
mon  work. 

Wo,  hope.  Sir;  that  you  will  accept,  in  the  same  measure  as 
the  promoters  of  the  Syndicate,  the  advantages  and  the  expenses  of 
the  entorprizo,  and  return  to  us  the  subscription  list,  hereto  an¬ 
nexed,  regularly  filled  and  signed. 

You  will  thus  contribute  to  assure  the  success  of  the  evening 
session  of  the  Exposition,  a^d  help  to  made  evident,  on  a  plan 
worthy  of  our  industry,  the  exceptional  qualities  of  electric  light 
ing. 

Yours  very  truly. 

Signed;  H,  FONTAINE,  of  the  Grannie  Society# 

P.  LaiONNIER,  OP  THE  house  SA¥TTER- 
LEMONHIER  &  Co;  L.  RAU,  of  the  EDISON 
Continental  Company;  P.  PABRY,  of  the 
Electric  Lighting  Society. 


ESTIMATE  FOR  PUBLIC  LIGHTING, 


RESOLUTIONS  TAKEN  BY  THE  GENERAL  ASSEMBLY 
September,  22nd,  1888. 

AND  APPROVED  BY  MINISTERIAL  DECISION  OCTOBER  |fth,1888, 

$  1, —  Measures  of  general  interest  concerning 
public  and  private  lighting. 

ARTICLE  FIRST. 

The  collective  Exposition,  which  the  ayndicate  is  authorized  to 
inatal  in  the  place  and  gardens  of  the  Exposition  universal  of  1889 
must  be  tak« great  care  of,  and,  above  all,  very  homtgeneous  in  its 
different  parts.  It  must  mantfeat  very  clearly  the  manifold  quali¬ 
ties  of  the  electric  light,  and  do  honor  tb  the  industry  which  we 
represent. 

Consequently  all  the  adherents  must  li£^t  the  spacs  which  are 
attributed  to  them,  strictly  following  the  indications  of  the  plan 
and  the  table  of  distribution,  as  well  as  the  instructions  to  them 
by  the  Chief  Engineer  of  the  Syndicate. 

The  nature  and  form  of  the  burners,  .their  installation,  their 
manipulation,  their  alimentation  and  there  care  must  bo  combined  v.b 
with  a  view  t*  obtain  the  best  results  of  the  whole,  without  any 
view  to  personal  intorosta. 

ARTICLE  2. 

The  adherents  shall  oonfom  to  the  statutes  of  the  Sooiaty, 
approved  by  the  Minister  of  conineroe  and  Industry;  to  all  the  pres¬ 
criptions  of  the  superior  Adminstration;  to  the  conditions  under 
which  they  have  been  granted  the  authority  to  exhibit  collectively; 
to  the  schedule  of  duties  annexed  to  the  official  agBoements;  to  th 
the  regulations  relative  to  private  lighting  and  to  all  the  deo*i- 
ions  of  the  general  Assembly. 


(24) 

ARTICLE  3. 

Each  adherent  will  designate  an  agent  who  has  charge  of  insur¬ 
ing  sucoesa  of  his  participation  in  the  public;  and  private  lighting 
of  the  Exposition.  This  agent,  whose  name  must  be  given  to  the 
council  of  the  Adrainatration  before  October  15th,  1888,  will  re-the 
instruotiona  of  the  Chief  Engineer  for  the  inatailation  and  the 
iTOuiing  of  all  the  apparatus  exhibited  in  conmon. 

The  reunion  of  the  agents  will  form  a  consulting  committee 
Which  will  meet  at  the  office  of  the  Sotioty,  under  the  presldence 
Of  the  Chief  Engineer,  to  i*osolvo  «HBE  technical  questions  of 
general  interest'  which  may  present  thenaelves  during  the  existence 
of  the  Society,  The  convocation  must  be  made  in  the  care  and  under 
the  direction  of  the  Syndicate. 

Article  4, 

No  installation  can  be  put  into  use  before  having  been  exam> 
ined  and  approved  by  the  engineers  of  the  Syndicate,  and  those  of 
the  Exposition. 

Article  e. 

The  lighting  and  extinction  of  the  lamps  must  be  performed  . 
aooordiag  to  a  time-table  ultimately  established  by  the  Council  of 
Administration  a|d  submitted  to  the  approval  of  the  general  direc¬ 
tors  of  the  Works  and  Exploitation^ 

Article  6. 

ALL  works  of  installation,  of  keeping  in  order,  of  cleaning 
and  providing  for,  must  be  performed  at  the  hours  fixed  by  the  me¬ 
chanical  and  eleotriola  service  of  the  Exposition,  The  time 
table  will  bo  made  known  to  those  interested  in  it  before  Nov. 1st. 
1888. 


(25) 


ARTICLE  7. 

Tickets  of  admission  and  circulation  will  be  asked  for  by 
the  Administration  of  the  Synd^ate,  according  to  the  lists  v/hioh 
Tdll  be  communicated  to  him  by  the  adlierents. 

These. tickets  must  be  str4otly  personal.  They  must  not  give 
occasion  for  any  abuse  whatever.  There  numbers  must  also  be  re¬ 
stricted  as  much  as  possible,  and  strictly  in  proportion  to  the 
requirements  of  the  servioo. 

ARTICLE  8.-.  . 

The  private  lighting  will  be  done;  by . the  adherents  under  the 
control  and  the  responsibility  of  the  Society  witli  reference  to 
outsiders.  The  entire  service  of  this  lighting  vdll  bo  central¬ 
ized  with  the  Director  of  the  syndicate,  who  will  treat  directly 
with  the  exhibitors  and  the  lessees  installed  at  the  Champ-de-  . 
Mars,  '  , 

ARTICLE  9.  , 

A  regulation,  approved  by  the  General  Assembly,  will  fix 
all  the  conditions  of  the  exploitation  of  private  lighting,  and 
of  the:. sale  of  electric . current. 

ARTICLE  10. 

The  difficulties  which  may  arise  among  the  adherents  and 
the  Administration  will  be  submitted. to  the  Minister  of  Conmerce 
and  Industry;  who  will  decide. as  svipreme  judge,  without  appeal 
from  one  party  or  the  other. 


Paragraph  2, 


Regulation  for  the  Installation  &  Setting  of  Conductors. 

Art  1.  The  adherents  shall  comply  with  all  the  prescriptions 
of  the  specifications  affixed  to  the  Ministerial  authorization  Peb 
15th  1888,  and  specially  to  articles  2,3,4, 5, 6, 7, and  8  relating  to 
the  installation  of  the  electric  streults*-  These  prescriptions 
shall  be  observed  for  the  public  lighting  as- well  as  for  the  prlv-;a 
ate  lighting;  and  the  supply  of  current  to  the  exhibitors  and  les¬ 
sees  on  the  Ohamp-de-Mars, 

Art  2,  Rach  adherent  shall  before  Hov,  let.  1888  hand  ever  to 
the  engineer  in  chief  of  the  syndicate  a  complete  plan  of  its  sys¬ 
tem  of  canals,  and  of  all  electric  conductors  which  said  adherents 
intends  to  employ.  Upon  the  advise  of  the  established  technieal 
oomnlssion  in  conformity  with  Art,  3  of  the  regulationsjof  general 
interest,  any  modification  may  be  made  to  this  plan  which  may  be 
found  useful  to  the  wants  of  the  service  and  to  the  better  utiliz¬ 
ation  of  the  resources  of  the  Society,'  The  Administration  of  the 
syndicate  may  ask  for  the  installation  of  switches,  placed  in  such 
a  manner  as  to  isolate  burners  or  groups  of  burners  which  it  may 
designate.  Said  Administration  may  also  be  at  liberty  to  direct 
the  insertion  of  apparatus  of  control  and  protection  at  convenient 
points  In  the  circuits. 

Paragraph  3, 

Regulation  relating  to  Private  Lighting,  and  Supply  of  currents 
Art,  1,  All'  exhibitors  or  lessees  at  the  Champ-de-liars  may 
bo  supplied  with  sl'eotrlc  light,  or  may  receive  electric  currents 
if  they  consent  to  conform  with  the  following  tariff  approved  by 
the  Ministeral  decision  of  Sept,  6th,  1888, 


[PAGE  1  IS  MISSING] 


(2) 

Lighting,  Setting  &  Attendance  to  the  Eleotrio  Lights  dur¬ 
ing  the  Exposition, 

Incandescent  Lamps  of  16  c.p.  60  francs  each  ($12.00) 

Incandescent  Lamps  of  10  c.p.  45  francs  each  ($9.00) 

Arc  lights  of  500  c.p,  500  francs  each  ($100,00) 

Arc  lights  of  1000  c.p.  each  750  francs  each  ($150,00) 

Motive  Power 

Up  to  500  h.p.  hours  (supply  of  current)  50  centimes  per  h.p. 

Beyond  500  h.p,  hours  (supply  of  current )^40*’oMtlmi8  per  h.p. 

.  hour  (8o, ) 

The  above  pr Joes  for  lighting  comprise  the  setting  of  the 
conductors  up  ^o  the  lamps;  the  supply  and  if  neoessiiry,  the  re¬ 
placement  of  the,  inoandesoent  lamps;  erection  of  the  Are  lamps; 
their  attendance  and  the  replacement  of  carbons. 

The  entire  apparatus,  including  chandeliers,  appliances, 
means  of  suspension,  is  in.  all  cases  at  the  expense  of  the  sub¬ 
scriber. 

The  prices  are  established  for  the  entire  period  of  lighting, 
of  900  hours  at  the  naximum.  These  prices  will  be  paid,  even  if 
the  lamps  have  not  been  used  during  the  above  period. 

One-half  of  the  payment  will  .be  made  at  the  time  of  the 
starting  Of  the  llglits,  ,nd  one-half  three  months  later;  and  fbr 
each  hour  beyond  the  900  hours,  the  fbiiowing  additional  charge 
per  hour  will  be  made; 


For  one  16  c.p,  incandescent  lamp.  4  centlmei,  < 

s  .r.s  ~ 

Art.  2.  Appli,.,i.„ 

Mtibltor.  or  low...  „  .p.u  „ 

Aireotl,  .0  tb.  rotor  OP  th.  A™,*..,.. 


will  utilize  for  the  private  lighting  as  much  of  the  spare  power 
from  the  public  lighting  as  it  may  deem  expedient. 


Art.  3.  In  case  of  Insufficiency  of  this  spare  power,  the 
Syndicate  will  grant  permission  to  any  subscriber  to  furnish  his 
own  machinery  and  material  and  produce  his  own  light  at  his  own 
expense  and  risk.  .  . 

Art.  4.  Those  adherents  who  desire  to  participate  In  this 
private  lighting  will  have  to  notify  the  Administration  of  the 
Syndicate  before  Nov.  let,  1888.  They  will  Indicate  at  the  same 
time  the  number  and  kind  of  lamps  they  Intend  using. 

Art.  5.  The  concessioners  of  the  private  lighting  will  have 
to  conform  to  the  regulations  which  they  will  receive  from  the 
Direction  of  the  Syndicate  for  the  lighting  and  the  extinct¬ 
ion  of  the  lamps  in  the  department  in  which  they  are  located.  If 
any  extenotion  of  the  lamps  occur  in  their  department,  they  will 
have  to  stand  the  consequences. 

Art.  6.  The  Syndicate  in  payment  for  the  granting  of  a 
part  of  its  privileges  for  the  private  lighting  will  ask  for  those 
concessioners  who  have  undertaken  to  fhrnlsh  the  surplus  private 
lighting  10  per  cent  of  their  receipts  from  their  concessions. 

That  is  to  say:  the  Syndicate  will  take  In  any  sum  due  for  the 
lighting,  and  will  disburse  it  to  its  concessioners  at  the  rate 
of  9/10  of  the  price  of  the  tariff. 

An.  7.  Th.  prl...  .r  f.r  . 

,00  w, 

~ppu™„..r,  ho„P..  IP, 


(4) 


lamp  for  private  llghtinB.  This  register  will  be  presented  every 
week  to  all  subscribers  who  will  indicate  the  hours  during  irtiieh 
they  desire  to  have  the  light  the  following  week.  The  extinction 
of  the  private  lamps  will  take  place  at  half  past  eleven  P.M.  at 
latest.  The  applications  signed  every  week  by  the  subscribers 
will  hold  for  the  calculation  of  the  houra  of  lighting. 

Art.  8.  In  case  of  extinction  of  soma  lanpst  the  sub¬ 
scribers  shall  notify  immediately  the  agent  of  the  Syndicate  on 
service  at  Chanqj-de-Mars,  Any  coinplalnt  agnlnst  the  bills  duo 
by  the  subscribers  shall  be  addressed  to  the  Administration  of 
the  Syndicate  within  24  hours. 

Art.  9.  The  conoossloner,  acting  on  the  account  of  the 
Syndicate  cannot  in  any  case  have  any  dispute  with  the  sub¬ 
scribers.  If  any  dispute  arises  between  the  same  and  the  Ad¬ 
ministration  of  the  Syndicate,  the  question  shall  be  brought  be¬ 
fore  the  Director  General  of  the  Bxploitatlon,  who  will  decide 
on  the  case. 

note.  The  private  lighting  has  been  realized  under  the 
auspicles  of  the  syndicate  and  was  borrowed,  first  from  the 
general  electric  stations  whose  public  service  Aid  not  ab.orB  the 
entire  power  corresponding  to  the  subscription.  Then  this  light¬ 
ing  was  left  in  charge  of  those  adherents  idio  have  entirely  ful¬ 
filled  their  engagements  toward  the  Syndicate  ani  who  still  had 
some  power  at  their  disposition. 

""OOooooooooooOo— — — ~- 
Second  Contract  for  Public  lighting. 

Between  the  undersigned: 


(5) 


The  President  of  the  Counsel.  Minister  of  Comneroe,  of  Industry 
and  of  the  Colonies,  General  Commissioner  of  the  Exposition  of 
1889,  acting  in  the  above  capacity  of  general  ooDmlasloner,  party 
of  the  first  part; 

And  lieaars.  Hlppolyte  Fontaine.  Administrator  of  the, Society 
of  Graeme  Magneto  Electric  Machlnea,  whose  main  office  la  at 
Paris,  RueDruot  15. 

P»1 

(.IKiM  s.u..„  „ 

at  Paris,  Avenue  de  Suffren,  26. 

Pol  p.bry.  dox......  a, 

Ushtlos.  ,h,..  ,,  „ 

Looi.  M„.nl.,r..or  of  «.o  Kdi.™  0o„.i„„.„ 

oo..  Who.,  „i„  of„o.  .0  0.  j 

Aotln,  ,0  ,011  ,b,  ^  a,  ah.  So.J.,i„  «,iah  .h,. 

P0..«..  «.d  .0  fohhdoo.  0,  .h.  ,...o..„a„U  Sfodloot.  of  «... 
toLliu..  ,h...  ....a,.,  a,  do. 

d...d  fob.  ibbh.  1338  „  .a.  ...a..  „a... 

The  following  hag  been  agreed  upon: 

A  .Oh.™.,  h.,  b..,  «a.  ...a.  1333  b«„„ 

el..t.i.  l..a.i..  af  bh,  3xp...„an  „  bh. 

o.™  a.  bh.  .,.db,.b,  „  «.a,a,.b„a  „d 
“b‘“  *“  ..bd  3.adb,.b.  .  ...b..„  p..b  „f  a.. 

ovaba.  .d»b..b»..  pabaa  .a  bhb.  ,a.  l.,  „f  apablj^a 

Z  ~  --.-.000  boJ.  3^^’ 

—  ...3.b.«,bah..,.bba.hed.,..paaaf33bb.h.b. 

Hippolyte  Fontaine  In  the  ’ 


name  of  the  Syndicate  of  Electricians 


consented  to  modify  the 

ry  the  first  contract  on  the  basis 


(6) 


of  1,800,000  franoB  intended  to  replace  that  part  which  was 
attributed  to  him  on  the  evening  admisaions.  Consequently  the 
contract  of  Fab,  15th  has  been  modified  as  follows: 

Art.  1.  Hr.  Hippolyte  Fontaine,  Paul  Lemonnler,  Pol  Fabry 
and  Louis  Rau  authorlaad  to  Install  a  collective  exposition  of 


electric  lighting  In  the  Palaces  and  Oardens  of  the .Bxposltlon, 
engage  themselves,  and  agree  upon  in  a  body:- 

A.  To  execute  at  their  risks  and  perils  all  the  work  of 
construction,  setting,  running  and  attendance  of  the  machines, 
apparatus,  regulators,  cables,  etc.,  and  any  expense  arising  by 
«h.  .bove  lighting.  Milnh  ,111  .xttiui  to  tho  ll.fl,l«,r,  Hull 
(largo  hall  and  loaar  portion  to  tho  metora  and  tho  two  oourta, 
raturnlng  up  to  tho  hoad  of  th.  gardon  of  go  a»troa  on  tho  oldo 
Saffron  and  up  to  th.  northom  oxtroadtp  of  tho  Palana  of  fine 
Arta  on  tho  Av.nu.  lahourdonnala  to  tho  oall.ry  of  30  odtroa  Kid 
to  th.  oontral  don.  and  th.  torrao..  of  th.  gollorlo,  of  th. 
dlffarant  oxpo.ltlon.  and  tho  guiorlo,  gapp  .„g 
torra...  of  tho  Pal.oa,  of  Pin.  Arta  and  Mhoral  Art,  on  th. 
oardonl  to  th,  gardon  at  th.  ««  of  th.  Oh«.p.d.-«.ro  on 
Qual  d-oraa,  „d  In  front  of  th.  ixirk  of  th.  Ohamp-da-Mar.  and 
th.  pont  d'lon.  to  th.  hulldlng  of  th.  th.  atraot 

P...ing  in  front  of  tho  pal.,,  of  ,h.  AllaiontK.,  Produot.  and 


going  fr™  th.  Ohan^-do-par.  to  p„n,  diAln.  and  flnallp  to 
th.  fountain,  and  h..l,.  light.,  undor  Kitor,  following  th.  i„. 
dloatlMi.  a.  .hown  on  th,  plan  an„.,.a  „ 

Th.  anaaoioi.  .f  thl.  propo.od  lighting  .hli 

.*.0  Of  300, „„„  ^ 


i 


(7) 

oaroel  lights  obtained  by  the  motive  power  of  about  3000  steam 
horse  power. 

B.  To  furnish  under  the  responsibility  the  necessary 
electricity  for  the  lighting  of  the  exhibitors  or  those  furnish¬ 
ing  their  own  light,  complying  with  the  tariff  submitted  to  the 
approval  of  the  Minister  of  Comneroe  «nd  Industry,  The  use  of 
the  electricity  is  not  compulsory  to  the  exhibitors  or  those  fur¬ 
nishing  their  own  light,  who  will  have  the  right  to  mate  use  of  any 
other  kind  of  lighting.  But  if  eleetrieity  is  used,  the  Syndicate 
will  furnish  material,  and  labor. 

Art,  2.  The  Syndicate  will  receive  in  payment  for  the 
electric  lighting  the  sum  of  1,600,000  francs  payable  each  month 
in  Six  payments  of  300,000  francs.  The  first  payment  will  be 
made  June  6th,  and  the  sixth  payment  Nov,  6th, 

Art.  3.  The  plans  and  spec ifl cations  of  the  work  of  con- 
8tn,otlon  and  installation  and  the  models  of  the  apparatus  used 
will  be  submitted  before  the  execution  to  the  examination  of  the 
Director-General  of  the  Works  or  the  Directoi^-General  of  Ex¬ 
ploitation,  who  will  ask  for  any  modifications  which  they  may 
find  necessary  in  their  judgement. 

In  case  the  Administration  insists  that  eleotroliera  or  other 
fixtures  of  a  certain  model  by  placed  around  the  palaces  of 
Fine  Arts  and  Liberal  Arts  and  the  Galleries  of  Divers  Ex¬ 
positions,  all  the  installation  of  these  fixtures  will  be  at  the 
expense  of  the  Administration.  No  public  or  public  installation 
can  be  put  in  operation  before  being  examined  and  accepted  either 
by  the  general  direction  of  the  Works  or  by  the  general  direction 


(8) 


of  the  management,  as  the  ease  may  be. 

Art.  4.  In  ease  the  lighting  is  not  In  complete  working 
order  as  defined  In  the  articles  above,  the  Administration  re¬ 
serves  the  right  to  ingioae  a  fine  upon  the  Syndicate  every  time  the 
number  of  extinguished  Incandescent  lamps  surpassed  one-tenth  of 
the  total  number  given  In  the  table  above,  or  that  the  number 
of  arc  lamps  also  given  in  the  table  above. 

The  fine  will  be  3  francs  per  arc  light,  or  10  centimes  per 
incandescent  lamp.  The  account  of  the  fines  wi'll  be  closed  the 
first  of  every  month  and  the  amount  will  be  deducted  from  the 
payment  Of  ^300,000  to  be  paid  by  the  Administration, 

Art,  5,  Messrs,  Hippolyte  Fontaine,  Paul  liemonnier,  Pol 
Fabry,  louls  Rau  et,  al,  shall  be  held  to  all  the  conditions  of 
the  speoiflcations  and  the  general  directions  imposed  on  the  con¬ 
tractors  of  the  Exposition,  approved  the  26th  of  August,  1886, 
and  to  the  conditions  imposed  on  the  exhibitors  and  lessees  ad¬ 
mitted  within  the  Exposition,  They  will  have  to  strictly  comply 
with  the  regulations  of  the  police  established  by  the  Ad¬ 
ministration, 

Art.  6,  The  rights  of  sealing  Mn  and  registering  of  the 
fore  going  will  be  charged  to  Messrs,  Hippolyte  Fontaine,  Paul 
Lemonnler,  Pol  Fabry,  Louis  Rau,  ot.  al. 

Paris  June  1st,  1889. 

Policy  of  Subscription. 

conditions  for  subscription  for  supply  of  electricity  to 
exhibitors  and  lessees  admitted  to  build  within  the  parks  and 
galleries  of  the  ChanQi-de-Marfl, 


(9) 


Policy  No . 

Art.  1.  The  Syndicate  will  furnish  the  light  of  the  eleotrio 
current  to  all  exhibitors  and  lessees  Installed  within  the  Champ- 
de-Mars  who  will  subaorlbe  for  the  term  of  the  Exposition  to  the 
conditions  of  the  policy  and  of  the  following  tariff  approved  by 
ministerial  order  dated  Sept.  6th,  1888. 

Tariff. 

Llghtlnc.  Setting  and  attendance  to  lights  during  term  of 
Exposition, 

Inoandesoont  lamps  16  c.p.  60  francs  each  ($»2.oo) 

Incandesoont  lanps  1  0  c.p.  45  francs  each  (*9.00) 

Are  lights,  500  o.p.  500  francs  each  ($100.00) 

Arc  lights  1000  c.p.  750  francs  each  ($150.00) 

Power  up  to  500  h.p.  hours  (supply  of  current)  50  centimes  per  h.p. 
hour  (lOc.) 

P—n  MO  h.,.  hour, 

h.p.  hour  (8) 


Ih.  .bov.  Pbl...  ftp 

bondubtor.  bp  „  ,b,  1.,., 

bbpl.,«e„,  of  th.  Ibbmdb.bbb,  i,.,,,  ft, 

lampb.  thblp  an«,ft„0.  and  tha  r.plab,„at  of  oapbona. 

Ihb  ontlPb  apparatua,  Ibbladlne  bhaadbli.r.,  appuaa,,,. 


•ban.  of  bbaponaioa,  1„  all  oa.o,  a.  th,  ftp,„., 
soriber. 


of  the  sub- 


fho  prtb..  ao.  oatabllftod  for  ,bo  aatlro  pariod  of  liphtto, 
bf  >00  boar,  a,  lb.  „.i™..  ft,„ 

tl..  l».pa  bar.  not  boon  aaod  darln,  ft,  .b.,,  „rlod. 


(10) 


Ono-half  of  tho  payment  will  be  made  at  the  time  of  the 
startlnc  of  the  lighta,  and  one-half  three  months  later;  and  for 
each  hour  beyond  the  900  hours,  the  following  additional  charge 
per  hour  will  be  made: 

For  one  1C  c.p.  inoandeaoont  lamp,  4  centimes  (4/5*^) 

Tor  one  10  c.p.  incandescent  lamp,  3  centimes  (3/5°) 

For  an  arc  light  of  500  c.p.  75  centimes  (15°) 

For  an  arc  light  of  1000  c.p.  1  franc  (20°) 

Art.  2,  The  piioes  of  the  tariff  are  established  for  a 
maximum  term  of  900  hours,  together  with  a  special  tax  for  the 
supplementary  houra.  The  Direction  of  the  Syndicate  will  hold  a 
register  which  will  indicate  the  tariff  of  the  limiting  of  each 
lanp  for  private  lifting.  This  register  will  be  presBAted  every 
week  to  all  aubscribers  who  will  indicate  the  number  of  hours  dur¬ 
ing  which  they  desire  to  have  the  light  the  following  week.  The 
extinction  of  the  private  lamps  will  take  place  at  half  past  eleven 
P.M.  at  latest.  The  application  signed  every  week  by  the  sub¬ 
scriber  will  hold  for  a  calculation  of  the  hours  of  lighting. 

Art.  3,  Payments  of  the  amoxint  duo  for  the  lighting  of  the 
lamps  which  will  surpass  900  hours  of  working,  will  take  place 
every  week  at  the  time  of  the  inscription  on  the  register  of  ap¬ 
plication  for  lighting  for  the  following  week. 

Art.  4,  the  prices  of  the  tariff  for  the  power  only  '-efer  to 
the  sale  of  the  current,  and  do  not  frefer  to  the  furnishing  of 
receptacles  and  conductors.  A  special  treaty  will  be  made  in 
each  case  annexed  to  the  present  policy,  to  regulate  any  question 
relating  to  the  way  of  payment  and  supplementary  furnishings  if 


lessary . 


(11) 


Art.  5.  In  case  of  entinction  of  acme  lamps,  the  sub¬ 
scribers  shall  notify  Immediately  the  agent  of  the  Syndicate  on 
service  at  Charap-de-Mara .  Any  complaint  against  the  bills  duo  by 
subscriber  shall  be  addressed  to  the  Administration  of  the 
Syndicate  within  24  hours. 

Art.  6.  The  subscribers  cannot  make  any  modifications  of  the 
position  of  the  conduotors  bringing  the  current  to  their  lamps  or 
to  their  machines,  without  an  order  of  the  Agents  of  the  Syndicate. 
They  will  give  free  aeoess  to  these  agents  wherever  they  find  it 
nooessary  to  go  for  the  inspection  and  verification  of  the 
state  of  the  wires. 

Art.  7.  In  case  the  Syndicate  finds  itself  obliged  for  any 
important  reason  to  interrupt  momentarily  the  supply  of  electri¬ 
city,  said  Syndicate  will  not  be  liable  for  any  amount  beyond  the 
value  of  the  light  not  furnished. 

Art.  8.  Any  application  for  stqjply  of  light  or  for  current 
shall  be  addressed  directly  to  the  Administration  of  the  Syndicate. 
The  same  applies  to  any  complaint  relative  to  the  private  light¬ 
ing  service  or  to  the  sale  of  current.  All  calculations  of  a- 
amounts  duo  by  the  subscribers  will  be  made  exclusively  by  the 
direction  of  the  Syndicate. 

In  short,  the  Syndicate  alond  will  take  the  responsibility 
and  the  benefit  of  the  subscribed  engagements  towards  the  sub¬ 
scribers  for  any  moans  of  execution  which  it  may  deem  necessary 
to  onploy  for  the  satisfaction  of  the  private  lighting  service. 
Should  there  occur  any  disagreement  between  a  subscriber  and  the 
Administration  of  the  Syndicate,  complaints  will  be  rbrought  be- 
for  the  Director  General  of  Eliploitation,  who  will  decide  upon  it. 


(12) 


I 

Under  the  above  conditions  accepted  by  the  parties  hereto, 

Mr . . . .  declares  to  the  Inter¬ 

national  Syndicate  of  Kleotrloians  that  he  accepts  contracts  for 
the  duration  of  the  Exposition,  and  subscription  for: 

. inoandOBcent  latupa  10  c.p, 

. .  .inoandeacent  lamps  16  c.p. 

. ..arc  lamps  500  c.p, 

. arc  lamps  1000  c.p. 

. . . horse  power  per  day. 

The  Syndicate  engagea  itself  on  itself  on  its  part  to 

furnish  every  day  the  electric  current  to  Mr . . . 

during  the  hours  he  applies  for;  and  to  keep  his  lamps  in  good 
running  order. 

Made  in  duplicate  at  Paris . 188... 

(Signature  of  Subscriber)  Signature  of  Director  of  the 

International  Syndicate. 


... - )oOo(— - - 

Cocmunioation  of  Profeosor  Colladon  to  the  Academy  of 
Scionces  of  Paris,  session  of  October  24,  1842. 

I  have  often  tried  in  my  lectures  to  show  to  my  pupils  the 
different  forms  taken  by  a  liquid  vein  in  emerging  from  a  variety 
of  openings.  To  arrive  at  this  I  have  been  led  to  illuminate  in¬ 
ternally  a  vein  placed  in  a  dark  place.  I  recognised  that  this 
disposition  was  very  convenient  for  the  aim  that  I  had  in  mind, 
and  further  that  its  results  offered  the  most  beautiful  and  most 


(13) 


curios  experiments  that  could  be  made  in  an  optical  course  of 
lo  c  turos . 

The  apparatus  that  I  enjiloy  for  thoee  experiments  is  con- 
posed  of  a  parallolopiped  vase  7  metres  high.  On  one  of  its 
faces  a  little  abxive  the  bottom  is  an  opening  on- which  are 
screwed  several  di^hragma  for  the  varying  of  the  diameter  of  the 
stream.  This  vein,  esciq)  as  from  the  vase  in  a  horizontal  dir¬ 
ection  to  illuminate  the  same  internally  a  hole  is  bored  in  the 
opposite  side  on  the  aame  direction  and  on  which  a  convex  lens 
is  placed;  on  the  outside  of  the  vase  a  horizontal  tube  is 
placed,  blackened  on'  the  inside  for  the  pux^ose  of  preventing 
the  rays  going  oblique  to  the  axis  of  the  stream,  to  penetrate 
into  the  vase.  The  apparatus  is  then  placed  in  a  daric  room. 

One  of  the  blinds  of  this  room  is  pierced  with  a  hole  to  which 
the  blackened  tube  is  applied,  and  a  cluster  of  colar  light  is 
reflected  parallel  to  the  axis  of  the  tube.  The  luminous  rays 
passing  through  the  lens  and  the  liquid,  and  converge  in  the 
opening  through  which  the  vein  escapes;  once  inside  of  the  vein 
those  rays  meet  its  surface  in  an  angle  small  enoi;igh  to  form  a 
•t.o.'t.al.  A  At  ernaJL  ref  la  t,i  aa«  The  same  effect  reproduces  itself 

at  every  point  of  coincidence,  so  that  the  iglht  circulates  with¬ 
in  this  transparent  stream  as  in  a  canal,  and  follows  all  the 
inflections. 

If  the  water  is  perfectly  clear,  and  the  opening  of  the 
diaphragm  is  very  sharp,  the  vein  is  haidly  visible,  although  a 
very  intense  light  circulated  the  interior.  But  Kh^vor  this 
vein  meets  a  solid  body  which  interrupts  it,  the  light  which  this 


vein  contained  eacapee  and  the  point  of  contact  become  illuminated. 
Thus,  in  rooeivine  the  stream  into  a  basin  placed  horizontally, 
the  bottom  of  the  basin  la  illuminated  by  the  light  emerging  from 
the  vase  through  the  vein. 

If  the  vein  falls  from  a  fereat  height,  or  if  its  diameter 
IS  only  a  few  millimeters,  it  is  reduced  in  drops  when  falling 
at  the  bottom.  It  is  only  there  that  the  liquid  is  illuminated, 
and  that  each  point  of  rupture  of  the  vein  throwa.  a  vivid  light. 

If  a  continoua  vein  falla  upon  a  surface  capable  of  sustaining 
a  certain  number  of  vlabrations,  the  viabratory  movement  can  oon- 
municate  itself  to  the  liquid  stream  which  falls  up  to  a  great 
heights  above  the  viabrating  Surface. 

These  and  other  experiments  of  Savar  which  he  studied  and 
described  in  his  “Annales  de  la  Chlmi"  can  be  repeated  and  easiay 
Observed  by  this  nev/  process.  It  is  evident  besides,  that  it 
T/ould  be  also  very  easy  to  Illuminate  a  stream  going  into  any 
direction  by  means  of  reflectors.  The  only  essential  p«,gaution 
IS, to  use  water  at  the  temperature  of  the  room  in  which  the  op¬ 
eration  takes  place,  so  that  no  spray  will  fall  on  the  exterior 
surface  of  the  lens. 

ThevCabinet  du  Conservatdire  tea  Arts  et  Metiers  of  Paris 
possesses  since  October,  1841  one  of  my  appamtus  which  has  been 
constructed  by  Mr.  Bourbouze  at  the  demand  of  Mr.  Pouiliet. 

Others  were  made  at  the  same  time  for  public  lectures  in  London, 
and  all  the  results  mentioned  above  have  been  repeated  in  the 
lectures  on  physics  and  mechanics  of  Geneva  during  June  1841. 


Saj.inel  betjijj  duly  sworii  denosca  ai.d  aays  tliat  tie 

la  c-evifiral  VKUiager  a)ifl  a  Trustee  of  tlie  Sdisou  Mactiine  Works, 
a  corporation  orf;nnised  aiid  existing  uinier  the  lav/s  of  the 
State  of  Mow  York, 

That  tin?  office  of  said  coi.ipany  ajid  its  factor^’-  was  origi- 
jially  in  tl'.e  City  of  New  York  hut  that  on  the  5SIst  day  of 
nctoher,  ns?,  proceedii.gs  v/cro  instituted  pursu;,a:t  to  and  in 
sceordatice  v/it)i  t)ie  provisions  of  Cliapter  517  of  tJie  Laws  of 
the  State  of  Mew  York  for  the  year  1564,  by  means  whereof  the 
place  of  business  of  the  compai^r  was  changed  from  tlie  City  of 
f.'ev/  York  to  the  City  of  tkiheneotady  in  t)ie  State  of  New  York, 
and  thnt  t)ie  factoiy  and  works  of  the  company  were  moved  to 
th.e  City  of  Schej;ectady  in  the  State  of  Kew  York  ajid  t)ie  busi¬ 
ness  of  the  company  is  iiow  being  carried  on  there. 

And  dSfionent  claims  t)iat  by  virtue  of  t)ie  proceedings  chang¬ 
ing  the  place  of  business  of  t)ie  company  the  said  corporation 
is  taxable  in  tJie  City  of  ScJienectady  and  is  not  taxable  in 
the  City  of  Mew  York. 

That  deponent  svihuits  herev/i  th  a  tax  statement  showing  the 
con'll tioji  of  the  coiiipany  under  protest,  however,  and  not  waiv¬ 
ing  tlie  claim  mn.dc  by  the  said  co  171  oral, ion  tliat  it  is  not  long¬ 
er  taxable  in  the  City  of  Keiv  York. 

Sworn  to  bf;  foi’e  me: 
this  day  of  : 

April,  1555.  : 


[ATTACHMENT] 


S  :v  ^  T  E  M  E  3SI  ,T'>I  -4  ^ 

FOR  d887r''''  ' 


'i  i 


■  ASSESSUSITT  EIEES  AT  ■'■' 


[ATTACHMENT] 


DEPARTMENT  OF  TAXES  AND  ASSESSMENTS, 

aOMMISSIONEBS'  OFFICE, 

StAATS  ZuITUNQ  BUILWKG,  TitYON  Bow. 

seS'J‘leu«B  slate  the  full  name  of  the  Corporation. 

STATEMENT  made  and  delivered  to  the  0ojt.\iis3io;«3B9  op  Taxes  and  Assessments  of  tlio  City  and 
Oonnty  of  New  Yorl^orai^ii  behalf  of 

. . . 


showing  it.s  condition  for  the  purpose  of  assessment,  on  the  first  day  of  January,  18S7. 

Total  aotual  Assets,  ■  ■  -  % 

Capital  Stock  actually  paid  in,  or^^Mred  to  be  paid  in,  -  -  -  -  % 

Amount  of  Surplus  Earnings,  .....  .  .  . — 

Bate  of  Dividend  for  last  year,  or  last  Annual  dividend,  -  v  ,  -■  . 

fs  the  Coiupauy  assessed  by  tire  State  under  Oliapter  30 1,  Daws  of  IbSl ,  iind  the  amendatory  acts  ? .. 
Liabilities  in  detail,  ns  follows :  t 

_ _ - . - . 


Assessed  Vnlno  of  ilosrl  Estate  ,  Ceres 

yZJLeuC  £^^a^Cii,,  jXA»y< — . 

Cii».s  Cu<-  '^cZS.  ><#Cz4tE?  . 

^75/jf  ^ . f:. . . . 

Amounts  invested  in  the  Stocks  of  other 

- Corporations  which  are  taxed 

. - . .upon  their  capital,  $ 

Amount  invested  in  U.  S.  Securities,  S. . 

[ff  the  Stock  of  the  Company  is  worth  fes«  state  the  acliial  value,  and  give  the  facts  under 

oath,  which  will  justify  such  estimate  of  its  value.] 

U-ffZyOl^^  ^..^!I1M.  ■i<iL;>  jiftr^cC  - - V 

Tire  principal  otiioo  or  the  placo  of  tr-ansaoting  the  Etuanoial  Business  of  the  said  Corporation  is 
sitnnted  in  the  —  Ward  of  the  City  of  New  York,  at  No..  g j,,.eet 

Crry  or  New  Youk,  ss.; 

I,  _ _ _ the...,(^;i, . 

of  the  said  Corporation,  being  duly  sworn,  do  hereby  certify  and  declare  that  the 
foregoing  statement  is  in  all  respects  just  and  true. 

Sworn  to  before  me,  this  . ././.. . 

day  of- .  . 

S:^  By  Chap.  170,  Sec.  0,  of  the  Laws  of  J861,  the  Commissioners  are  empowered  to  examine,  under  oath 
the  por3onrepre3BntingtheCorpor.ation,  if  they  deem  it  necessary,  to  obtain  any  fuller  or  further  narticnlais 
as  to  Its  property  or  condition. 


[ATTACHMENT] 


)  J3K . 


J'~s~/.  J17  0.Z3 


T^ 


3??^^ 


^OXy(^  ^0.3  cro_, 

^0  CjcfT^ 


Ver 


-  iZ-f 

Contract  for  Bulldlng^SS,  v  ,  ^  '  ' 

—  6 

J^');tMJCs  xif 

of- . . 


-in  the  year  one  thonsaud  eight  hundred  aiul-  ... 

— a^...'.,..&^’3iif. . . . . f. . . . K.... _ 


of  tlio  Becoiid  [)nrt__ . . . 

Fihst.  Tho  said  part^  of  tbo  second  part  do^^  liereby  for<S^^^,^^lieir8,  oxoci^ia  and 

administrotors,  covenant,  promise  and  agree  to  and  vytli  tlie  said  part^  &  tho  first  part,__j?&il - 

oxocntors,  administrators  or  assigns,  that— . . .fe^...  tho  said  part  jjr'  of  the  second  part, . ....fesfe' _ 

executors  or  administratoi'S,  shall  and  will,  for  tho  eoii^jdojjvMyi- heremaftei;  montioiied,  on  or  heford-the- 


assigns,  t 

.tore,  shall  and  lyill, 

agreeably  to  the  Drawings  and  Spocifications  made  byy.^.<r?:.-;^:^?2..... 
.  •■  d,4lthin’  ■• 


rd  finish  tho  new  Building 


iforesiera,  in  a  go 


and  substantial  manner,  to  tho  satisfaction  and  under  tho  direction  of  t)io  said^ 
to  bo  testified  by  a  writing  or  certificate  under  tho  hand  of  tho  saidj,^!^, 


and  also  shall  and  will  find  and  provide  such  good,  proper  and  sbfticiont  inatorials,  ill  kinds  . whatso¬ 
ever,  as  shall  bo  proper  and  snfliciont  for  the  completing  and  finishing  all  tho__ . ^ - . 

and  otlier  works  of  tho  said  Building  'mentioned  in  tho_. . j-Ssstsdi-Specificationr ,  for  the, sum 


. ^.. 


r.S< . heirs,  exeoutoraand 


And  tlio  said  par^  of  tho  firet  part,  do-zer  hereby  for-^«t.os!*^. . . 

administrators,  covonant,  promise  and  agroojjo  and  with  tlio  said'^art^  of  tho  second  pi 

executors  and  administrators,  that - Si^the  said  par^  of  the  first  part . -fetit-oxeeutors 

or  administratora,  shall  and  will,  in  consideration  of  tlio 'covenants  and  agreements  being  strictly  per¬ 
formed  and  kept  by  tho  said  part^  of  the  second  part,  as  specified,  well  and  truly  pay,  or  cause  to  be 
paid  unto  tho  said  part/  of  die  second  part, . .^^fet.oxecutore,  administrators  or  assigns,  the  sum 


-4- 


noy  of  tho  United  States  of  America, 


r  following:— 


iu-aZZz 

Z-tl  ,-T>w  ■  ^  ^ 

ZzZtie-z- 


thatin  each  of  tho  said  cases,  a  certificate  shall  be  obtained  from  and  signed  by  tho  said 


-’SjSSiS*' 


^utT  it  is  Itcfcijy  fm-tttex:  aflvmX  itij  ami  Irchujjuii  tTtc  saixT  4»ax;tics  f  '  ' 

PIUST.  Tlio  SpocifioatioiiB  and  tlie  Drawings  are  intondod  to  co-oporato,  so  that  any  works  exhibited 
m  the  Drawings,  and  not  mentioned  in  the  SpeeiHoations,  or  moo  vorsa,  are  to  be  executed  the  same  as 
It  It  were  montionod  in  the  Specifications  and  sot  fortli  in  the  Drawings,  to  tlio  true  meaning  and  iiiton- 
tion  of  tliG  said  Drawings  and  Spocidentions,  without  any  extra  charge  wliatsoovor. 

Second.  Tlio  Contractor,  at  liis  own  proper  cost  and  eliargos,  is  to  provide  all  inaiinor  of  materials 
and  labor,  seafFolding,  implomonts,  moulds,  models  and  cartage  of  every  desoription,  for  the  duo  perform- 
ance  of  tlio  several  erections. 

TiiiiiD.  Should  the  owner,  at  any  time  during  the  progress  of  tlio  said  Building  request  any 
alteration,  deviation,  additions  or  omissions,  from  the  said  contract,  ho  shall  bo  at  liberty  to  do  so,  and  the 
same  shall  in  no  way  affect  or  make  void  the  contract,  but  will  bo  added  or  deducted  from  tlie  amount  of  '' 

the  Contract,  as  tlie  ease  may  bo,  by  a  fair  and  reasonable  valuation. 

Fohutii.  Should  the  Contractor,  at  any  time  during  the  progress  of  the  said  works,  refuse  or  neglect 
to  supiily  a  suflicioncy  of  niatorials  or  workmen,  the  Owner  shall  have  the  power  to  provide  raatdfials  and 
woriemen,  after  throe  days’  notice  in  writing  being  given,  to  finish  the  said  works,  and  the  expense  sliiill 
bo  deducted  from  tlie  amount  of  the  contract. 

Fifth.  Sliould  any  dispute  arise  respecting  tlm  true  coiistrnotion  or  moaping  of  the  DrawiiiRS  or  '  ' 

Speeifleations,  the  same  shall  be  decided  „,d  .?^:-.deoisioii  shall  be  final 

and  oonolusive ;  but  sliould  any  dispute  arise  respecting  the  true  value  of  the  extra  work,  or  of  the  works 
omitted,  tlio  same  shall  bo  valued  by  two  competent  porsous-one  employed  by  the  owner  and  the 
ptlior  by  the  oontraotOMiid. those  two  shall  have  power  to  name  aii  mnpiro,  whoio  dooision  gliall  bo 
binding  on  all  parties, 

SIXTH.  The  owner  shall  not  in  any  manner  be  answerabl-e  or  aocoiintable  for  any  loss  or  damage  * 
that  shall  or  may  happen  to  the  said  works,  or  any  part  or  parts  thereof  respectively,  or  for  any  of  the 
materials  or  other  things  used  and  employed  in  finishing  and  completing  tlie  same,  (loss  or  damage  bv 


%Vi  WXttX^BS  *  the  said  parties  to  these^pSsonU  hav^^^^nto 

and  seals,  the  day  and  year  above  written. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


BY-LvAWS 


The  North  Aaierican  Phonograph  Company. 


ABTIOLE  I. 

OFFICE  Foil  nUSINEsa.  .. 

;  Tho  principal  ofBco  and  place  of  business  of  the  Companv 

shall  bo  in  tho  City  of  Jersey  City,  Connty  of  Hudson,  anil 
State  of  Now  Jersey,  at  such  place  in  said  city  as  tho  Board 
of  Dirootoi-s  may  from  time  to  time  select,  but  said  Com¬ 
pany  may  have  such  other  offices  in  tho  City  of  New  York  or 
elsewhere,  ns  the  business  of  tho  Company  may  require,  and 
ns  may  bo  selected  by  said  Board  of  Diroetoi-s,  The  books 

of  tho  Company  (except  sneli  boolts  ns  the  laws  of  tho  State 
of  Now  Jersey  require  to  bo  kept  within  said  State)  shall 
be  kept  o,t  such  office  of  tho  Company  in  tho  City  of  Now 
York,  or  olsowhoro,  as  tho  Board  of  Directors  may  determine 
and  direct. 


ARTICLE  II. 

MFJ3TINQ8  OP  STOCKHOLDEBS,  '  • 

1.  There  shall  bo  an  Annual  Meeting  of  Stockholders  on- 
the  third  Tuesday  of  October  at  12  o’clock  noon,  in  each  and 


[FROM  -MR.  EDISON’S  PHONOGRAPH  CONTRACTS,  '  CAT.  1402] 


every  year,  nt  tlie  offiee  of  tlio  Oorapany  in  the  Oity  of  Jersey 
City,  State  of  New  Jersey ;  the  first  such  annual  meeting  to 
1)0  hold  on  the  third  Tuesday  of  October,  1889  j  and  due 
notice  of  sucli  meetings  shall  bo  given  ns  the  law  directs,  and 
notices  thereof  shall  be  mailed  to  each  stookholdor,  at  liis 
address,  as  it  appears  upon  the  books  of  the  Company,  nt 
least  ten  days  prior  to  the  date  of  such  mooting, 

2.  Special  mootings  of  the  Stockholders  moy  bo  called  by 
the  Direetoi'S,  when,  in  their  opinion,  it  may  bo  necessary,  of 
which  ton  days’  notice  shall  bo  given  to  each  stoekholder^  ns 
provided  in  Section  One,  and  said  mootings  shali  bo  hold  at 
the  office  of  the  Company  in  the  City  of  Joraoy  City,  Now 

8.  At  all  stockholders’  mootings  a  majority  of  the  capital 
stock  of  the  Company,  represented  in  poison  or  by  proxy, 
shall  properly  constitute  a  quorum  for  the  transaction  of 

ARTICLE  m. 

VOTES  AND  PROXIES. 

At  any  meeting  of  stookholdors  each  share  of  stock  shall 
be  entitled  to  count  one  vote,  but  such  vote  can  only  be 
given  by  a  stockholder  in  person,  or  in  case  of  his  absence 
by  a  written  proxy,  and  the  proxy  given  to  and  used  by  a 
stockholder.  But  no  stock  hold  by  the  Company  shall  be 
voted  upon. 

ARTICLE  IV. 

OP  nmEOTons. 

1.  The  number  of  Directors  of  the  Company  shall  bo 
seven,  who  shall  servo  until  tlio  annual  meeting  on  the  third 


of  stookholdors  tlioro  shall  be  elected  not  less  than  seve 
nor  more  than  thirteen  Directors,  as  may  bo  determined 
such  annual  meeting,  or  otherwise,  as  provided  by  law.  ' 

2.  No  person  sliall  bo  olootod  a  Director  of  the  Compni 
unless  ho  sliiill  be  a  stookliolder  of  the  company  to  tl 
extent  of  at  least  five  shares. 

O  3.  In  case  of  vaoanoy  by  death,  resignation  or  othorwifi 

the  vaoanoy  sliall  be  filled  without  undue  delay  by  a  vo 
of  a  mojority  of  the  remaining  Directors. 

4.  In  ease  of  failure  to  hold  such  election  and  elect  siu 
Directors  on  the  third  Tuesday  of  October  in  any  year,  tl 
Diroctora  shall  hold  over  and  continue  in  office  with  fi 
autlionty,  until  an  election  is  had,  which  said  election  slit 
bo  at  a  time  appointed  by  said  Directors,  and  it  shall  bo  tl 
duty  of  the  Directors  to  call  a  meeting  for  sucli  purpo; 
without  unreasonable  delay. 

0  6.  No  Director,  as  such,  shall  receive  any  salary  or  ooii 

pensation  for  his  services,  but  this  shall  not  preclude  nr 
Director  from  holding  any  other  office  in  the  said  Oompat 
or  performing  any  services  for  said  Company  and  receivii 
compensation  therefor. 

6.  The  Board  of  Directors  shall  meet  once  a  month  nt  tl 
office  of  the  Company  in  the  City  of  Jersey  City,  or  at  sue 
other  place  in  the  City  of  New  York  or  elsewhere  as  tl 
Board  shall”  direct,  and  such  meetings  shall  be  held  on  tl 
third  Tuesday  in  each  and  every  month,  at  2  o’clock  in  tl 
afternoon,  except  when  those  days  are  legal  holidays,  an 
then  the  regular  meeting  shall  take  place  on  the  followiti 
\J  day,  at  the  same  hour.  . 

7.  Special  meetings  of  the  Board  of  Directors  may  I 
called  nt  any  time  by  the  President  or  any  two  of  tl 
Directora  nt  the  office  of  the  Company  in  the  City  of  Jerse 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


5 


8.  Any  one  or  more  of  tlie  Directors  may  bo  removed  for 
cause  at  any  time  by  a  vote  of  two-tbirds  in  amount  of  all 
the  BtooWioldora  of  the  Company  represented  in  poraon  or 
by  proxy  at  any  Special  Mooting  called  for  that  purpose, 
i).  A  majority  of  the  Direotoi's  shall  constitute  a  quorum. 


3.  The  General  Manager  shall  hold  his  ollioa  during  such 
period  as  the  Board  appointing  him  may  determine,  by  oon- 
traot  or  otliorwise. 


ARTICLE  VII. 


.  ARTICLE  V. 

onOIOE  OF  OFPIOEIIS. 

1.  The  Board  of  Directors  shall  immediately  after  organ¬ 
ization  elect  by  ballot  a  President,  Vice-President,  Treasurer 
and  Secretary,  of  whom  the  President  and  Vice-President 
shall  be  members  of  the  Board,  and  a  majority  of  the  whole 
number  of  Direotore  shall  bo  necessary  to  a  choice. 

2.  The  office  of  Secretary  and  Treasurer  may  be  liold  by 
tile  same  person. 

3.  The  Board  of  Directors  may  appoint  such  sub-commit¬ 
tees  of  Einance,  &e.,  as  they  may  doom  proper. 

4.  The  Board  of  Directors  may  also  immediately  after 
organization  appoint  and  employ  a  General  Manager. 


ARTICLE  VI. 


1.  The  President,  Vice-President,  Treasurer  and  Secretary 
shall  bo  elected  annually  at  the  firet  niooting  of  tlio  Directors 
next  succeeding  tlio  annual  meeting  of  tlie  stookliolder.s. 

2.  In  ease  of  death,  resignation  or  removal  from  ollieo  of 
any  of  tlie  officei-s  of  the  Company,  tlio  Board  of  Directors 
shall  immediately  elect  a  successor  wlio  shall  hold  his  office 
by  the  like  tenure. 


'  A  O  IMIESIDF.N’J'. 

I  ■  It  shall  be  the  duty  of  the  President  to  preside  at  all 

mootings  of  the  stoekliolders  and  Board  of  Directors,  to  sign 
j  all  cortifientos  of  stock,  and  to  do  and  perform  all  acts 

;  incident  to  his  office,  and  ho  shall  bo  ex  officio  a  member  of 

j  all  Committees.  In  the  absence  of  the  l^osident  the  Viee- 

;  President  shall  perform  all  the  duties  of  tlie  President,  and, 

I  in  the  absence  of  both,  the  Board  of  Directors  may  appoint 

j  a  President,  yji'o  fern.,  from  its  number,  who  shall  have  like 

;  powers. 

I  'L"  ARTICLE  VIII. 


a 


TllEASUnEIl  AND  SEOIlETAIlY. 

It  shall  be  tlie  duty  of  the  Treasurer  to  liavo  tlie  care  aiid 
custody  of  all  the  funds  of  the  Company  which  may  coiiio 
into  his  hands,  and  to  pay  and  dispose  of  the  same  under 
the  direction  of  the  Board  of  Directoi-s.  He  shall  deposit 
all  funds  coming  into  his  hands  in  such  bank  or  banks  as 
tlie  Board  of  Directors  may  select,  and  ho  shall  render  a 
statement  of  his  cash  account  at  each  regular  meeting  of  the 
Board  of  Directois,  and  lie  shall  at  all  times  oxliiblt  his 
books  and  accounts  to  any  Director  upon  application  at  tlie 
office  during  business  hours. 

The  Treasurer  shall  nlso  countereign  all  certificates  of 
stock  signed  by  tlio  Presidout,  and  ho  sliall  give  such  bond 
or  bonds  conditioned  tor  tlio  faitliful  portorinanoo  of  liis 
duties  as  the  Board  of  Directors  may  require. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS, "  CAT.  1402] 


The  Seoroiary  sliull  koe}]  the  niiuutes  of  the  Boai'cT  of 
Dirootors  in  proper  hooka  provided  for  that  purpose,  and 
nlso  the  minutes  of  the  meetings  of  stockholders,  and  the 
records  of  all  the  proceedings  of  the  Board  of  Directors. 

He  shall  attend  to  such  correspondence  and  the  keeping  of 
such  books  us  the  Board  of  Directors  shall  direct,  and  he 
shall  attend  to  giving  and  serving  of  all  notices  of  the  Com¬ 
pany.  Ho  shall  nlso  affix  the  seal  of  the  Company  to  all  ) 

oertilloates  of  stock  signed  by  the  President  and  Treasurer, 
and  he  shuli  also  not  os  Secretary  for  all  Standing  Commit¬ 
tees  of  the  Board. 

The  officers  of  the  Company  shall  receive  such  compensa¬ 
tion  for  their  services  ns  the  Board  of  Directors  may  from 
time  to  time  fix  and  allow. 


ARTICLE  rX. 

OnnTIFIOATE  OP  STOCK. 

1.  Certificates  of  stock  sliail  be  numbered  and  registered 
in  the  order  they  are  issued,  and  shall  be  signed  by  the  Pres¬ 
ident  and  Treasurer,  and  the  seal  of  the  Company  shall  be 
impressed  upon  each  certificate. 

2.  All  cortifacntes  shall  bo  bound  in  a  book,  and  shall  be 
issued  in  order  therefrom,  and  in  the  margin  thereof,  oppo¬ 
site  each  certificate,  shall  be  entered  the  place  of  residence 
or  business  of  the  person  owning  the  shares  therein  repre¬ 
sented,  and  each  certificate  slinll  be  receipted  for  in  the 
margin  of  the  certificate  book. 

3.  All  certihcatcs  oxchaugod  or  returned  to  the  Company 
sliall  be  canceled,  and  such  canceled  certificate  pasted  in  its 
original  place  in  the  certificate  book  and  no  now  certificate 
shall  be  issued  until  the  old  certificate  has  been  canceled. 


o 


o 


'  .ARTICLE  X. 

OP  THANSPEnS. 

Transfers  of  shares  shall  only  he  made  upon  the  books  of 
the  Company  by  the  holder  or  owner  in  person,  or  by  power 
of  attorney,  and  by  the  surrender  of  the  certificate  of  such 
shares. 

ARTICLE  XI. 

OP  DIVIDENDS. 

Dividends  of  net  profits  in  hand  shnU  bo  declared  and  paid 
on  the  flrat  day  of  July  in  each  and  every  year,  and  at  such 
other  times  ns  the  Board  of  Directors  may  elect,  subject  to 
the  restrictions  and  regulations  contained  in  the  laws  under 
which  this  Company  is  organized. 


ARTICLE  XH. 

SEAL  op  THE  COMPANY. 

A  suitable  seal  shall  be  provided  by  the  Board  of  Direc- 
tore,  which  shall  bo  under  the  charge  of  the  Secretary. 


ARTICLE  Xm. 

INSPEOTOIIS  OP  ELECTIONS. 

The  election  of  Dirootors  shall  bo  conducted  by  three  in¬ 
spectors,  who  shall  bo  stockholders  of  the  Company,  and 
who  shall  bo  appointed  by  the  Board  of  Dirootors  at  least 
one  month  previous  to  each  annual  election.  Such  inspec¬ 
tors  shall  have  power  to  fill  vacancies  in  their  number  which 
may  occur  after  their  appointment  and  before  the  election 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


8 

shall  take  place.  In  the  event  of  tile  failure  or  refusal  of 
the  Board  of  Directors  to  make  such  appointment,  then  such 
inspectors  shall  ho  appointed  by  the  stookholdora  at  the 
meeting  at  which  such  election  shall  take  place. 


AETIOLB  XIV. 

EXECUTIVE  COJBIITTEE. 

The  Board  of  Directoi-s  may  appoint  an  Executive  Com¬ 
mittee  consisting  of  three  or  more  of  its  members  and  may 
confer  upon  such  Executive  Committee  from  time  to  time 
such  poweiB  and  duties  as  to  the  Board  of  Directors  may 
seem  expedient. 


ARTICLE  XV. 


The  foregoing  By-Laws  may  be  repealed,  altered,  amended 
or  added  to  at  any  regular  meeting  of  stockholders  or  at 
any  special  meeting  of  stockholdera  caUed  for  that  purpose, 
by  a  vote  of  a  majority  in  amount  of  the  stock  represented 
at  such  meeting  in  person  or  by  proxy. 


[24028J 


J 


-  - - - 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


/«7 


AGREEMENT 


G 


EmsoN  Phonograph  Company 


C.... 


Thomas  A.  Edison. 


C 

^llls  JllStVUlUCUt  inaclo  this  sovonteonth  day  of 
July,  1888,  by  niid  between  the  Ediso.v  PiiONoaiiAl’ii  poM- 
PANY,  a  coi  porutioii  oigunizod  and  existing  under  the  Lows  of 
tlio  State  of  Now  Jersey,  party  of  the  Hrst  part,  and  Thomas 
A.  Edison,  of  Llewellyn  Parle,  in  tlie  State  of  Now  Jersey, 
party  of  the  second  jiart. 

■\ViiEltHAS,  a  certain  contract  was  entered  into  between  the 
parties  hereto  bearing  date  tlio  28th  day  of  October,  1887,  a 
copy  whereof  is  intended  to  be  hereunto  annexed,  and  to 
which  for  greater  particularity  roforouco  is  hereby  made ; 

WiiisiiUAs,  a  certain  agreement  was  entered  into  between 
Thomas  A.  Edison,  of  the  fii-st  part,  and  Jesse  H.  Lippin- 
cott,  of  the  second  part,  dated  the  28th  day  of  June,  1888, 
to  wliioh  last  raontionod  agreement  tlioro  wore  annexed  cer- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


tain  pioijosud  iigi'ooinonts  betwoon  tlio  said  JSdison  and  'i'lin 
Uoitii  Ainorioan  Plioiiogmpli  Company  and  tho  Edison 
Plionogi'opli  Works  and  tlio  Amoriciin  Plionograpli  Com¬ 
pany,  as  will  inoro  fully  appear  by  a  copy  of  said  agrooniont 
whiob  is  intondod  to  bo  liorounto  annoxod.  and  to  wbiob  for 
greater  partionlarity  reference  is  hereby  made  ;  and 

WlllsnKAS,  in  said  last  mentioned  agreement  it  was  pro¬ 
vided  that  the  agreement  between  the  said  Edison  Phono¬ 
graph  Company  and  tho  said  Edison  should  bo  so  modified 
ns  to  admit  of  tho  oxoontion  of  tho  ngi'oomout  botwoon  the 
said  Edison  and  Tho  North  Amoriean  Plionograph  Company, 
containing  tho  provisions  and  in  tho  form  of  tlio  proposed 
agreomont  annoxod  to  tho  said  agroomont  of  Juno  ‘iSth,  be¬ 
tween  tho  said  Edison  and  tho  said  Lippineott. 

It  is  iiijvccrt  Its  fcilUnus  : 

1.  The  party  of  tho  first  part  hereby  releases  and  dis¬ 
charges  tho  party  of  tho  second  part  from  his  obligation 
contained  in  tho  lii-st  paragraph  of  tho  agreoinent  of  Octo¬ 
ber  28tb,  1887,  between  tho  parties  hereto,  to  transfer  and 
assign  to  tho  Edison  Phonograpli  Company  any  now  or  fur¬ 
ther  inventions  relating  to  tho  Phonograph  or  by  means  of 
which  tho  use  or  application  thereof  is  extended  or  en¬ 
larged,  that  may  lioreaftor  bo  made  by  bim. 

2.  Tho  second  provision  of  tho  contract  of  October  28th, 
1887,  botwoon  tho  parties  hereto  is  by  iniitnal  consent  modi¬ 
fied  so  as  to  admit  of  tlio  sale  of  Phonographs  or  supplies , 
thorofor  manufactured  by  the  said  Edison  to  The  North 
Aiiiorioan  Phonograph  Company. 

3.  The  said  Edison  lioreby  releases  tho  said  Edison 
Phonograph  Compiany  from  its  obligation  to  pay  tho  royal¬ 
ties  and  percentages  of  profit  agreed  by  tho  company  to  be 
paid  in  tho  third  paragraph  of  said  agroomont. 

4.  This  oontraot  is  made  between  tho  parties  hereto  upon 
the  assumption  that  the  agroomont  lietweon  tho  said  Edison 


and  the  said  Lippineott  of  Juno  28th,  1888,  has  been  in  all 
its  provisions  strictly  carried  out  to  tho  satisfaction  of  both 
of  tho  parties  thereto,  to  wit,  tho  said  Edison  and  tho  said 
Lippineott,  and  upon  tho  further  apumption  that  tho 
agreements  between  Edison  and  Tho  North  Ainorioan  Pliouo- 
graph  Company,  and  Tho  North  American  Phonogi'aph  Com¬ 
pany  and  tho  Edison  Phonograph  Works,  referred  to  in  tho 
contract  botwoon  the  said  Edison  and  tho  said  Lippineott 
of  Juno  28th,  1888,  have  boon  duly  oxociitod. 

In  wilnm  lo/iercof  tho  parties  hereto  have,  at  the  City  of 
Now  Vork,  sot  their  hands  and  souls  tho  day  and  year  firat 
above  written. 

Edison  Piionooiiapu  Company,  ■ 

By  Thomas  A.  Edison, 
President. 

[SUAL.] 


Witness  to  Mil.  Edison  ; 
Sam’l  Insull, 

S.  B.  Baton. 


[FROM  'MR.  EDISON’S  PHONOGRAPH  CONTRACTS, "  CAT.  1402] 


//v5~ 


AGREEMfeN'TS,  &c., 


Kzra  TT.  Gilliland 


Jesse  H.  Lippincott. 


O 


.  Ivjunu  all  men  Iriitlvcsc  pvesents,  that  i,  Ezm 

T.  Gillilantl,  of  tlio  Citj-  A  State  of  Now  York,  for  and  in 
eonsidoratioii  of  ono  tlollar  &  other  vahiahlo  considera¬ 
tions.  liavo  sold,  transforred  and  assigned,  and  do  horebr- 
sell,  transfer  and  assign  nnto  Jesse  H.  Lippinoott  all  my 
right,  title  and  interest  in,  to  A  under  a  certain  contract  ' 
entered  into  hotwcoii  mo  A  the  Edison  Phonogi-aph  Com¬ 
pany  dated  the  28th  day  of  Ootohor,  1887. 

Provided,  however,  that  should  the  said  Lippincott  fail 
to  purchase  the  stock  of  The  North  Amoricaii  Phonograph 
Company  and  make  payments  thorofor  im  A  x-her  p-o 
vidod  ill  a  certain  contriiot  oiitorod  into  betwoon  mo  A 
the  said  Lippincott  A  dated  Jnno  28,  1888,  then  A  in 
case  of  such  default  the  right  A  intorost  of  the  said  Lip- 
piucott  shaU  be  only  such  ns  the  amount  actually  paid  by 
him  IS  proportional  to  the  total  sum  of  8250,000. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,  "  CAT.  1402] 


hi  laUiwss  loherao/,  I  Imve  lioi'oimto  sat  iii^-  Imiul  *  soul 
this  17tli  clay  of  July,  1888. 

ISiiitA  T.  Gii,t,ii,AN'n  [i.  H.  | 


(Copy.) 

CABLE  MESSAGE. 

P.CIIIS,  Oct.  1,  1888. 

To  Lins'j  ook,  N.  Y.  ; 

If  Lippiiioott  agioos  coiulitioii  iminoil  in  my  cablo  liavc 
Tomlinson’s  frioncl,  Lawyer  Kitelion,  draw  contract.  Lip- 
pinoott  pays  twonty-fivo  tlioiisaud  cnsli ;  gives  Ids  own 
throe  notes,  fifty  thousand  each,  payable  liftoenth  Novem¬ 
ber,  December,  Jannary  next,  witliall  stock  originally  issued 
1110  as  collateral  security.  I  have  privilege  cancel  any  note 
before  maturity  take  stoolc  instead  sixty-live  dollais  hlniiu 
you  authorized  sign. 

GILLILAND. 


Ollice  of  the 

Wostern  Union  Telegraph  Conipaiiy, 


N.  Y.,  Oct.  5th,  1888. 

C.  P.  Bnuoii,  Esq.,  19  Doy  St.,  Now  York  ; 

Deaii  Sni :  The  word  “  Linstock  ”  is  registered  by  this 
company  ns  your  cable  address. 

Yours  truly, 

■  Cablo  Manager. 


o 


o 


,  ^flVCCUlCnt,  made  between  Jesse  H.  Lippiiioott 

o  the  City  of  Now  York,  aiid  Ezra  T.  Gilliland,  of  the  same 


Il'/wmis,  the  said  Lippiiioott  is  indebted  to  the  said  Gilii- 
(8160  OOU  J'J™"  ‘>*°»“‘ucl  dollais 

in  consideration  of  the  sum  of  one  dollar  iiiid 
other  good  and  valuable  coiisideratioiis  by  each  to  the  otiior 
paid  the  parties  hereto  have  agreed  that  said  indobtodiioss 
•  shall  bo  adjusted  ns  follows : 

The  saicl  Lippiiioott  is  to  deliver  to  the  said  Gilliland  at 
the  time  of  the  execution  of  tin’s  agroemoiit  his  throe  certain 
pioiinssory  notes  for  fifty  thousand  dollnre  (850,000.^1)  oneh 
the  first  of  which  shall  bo  duo  mid  payable  on  the  tiftoonth 

dayof  November,  1888;  the  second  of  whicl  si  11  be  li 

and  payable  on  tlio  liftoenth  day  of  Decemlier,  1888;  and 
the  thinl  of  which  shall  be  duo  and  payable  on  tho  liftooiith 
day  of  Jannary.  1889.  To  seenro  the  payment  of  said  notes 
the  saicl  Lippiiioott  is  to  deliver  to  tho  said  Gilliland  throe 
I  's  >  1  e  Jit  1  1,1  111.  1  1  d  foitj  so  e  1  (5,817)  shares  of 

the  capital  stock  of  Tho  North  American  Phonograph  Com¬ 
pany  of  tlio  par  value  of  one  hmidrod  dollars  (SlOO.iiii)  each. 


s  instrii- 


IT  IS  runTiiEu  AOIIEED  between  tho  parties  t 
inoiit  that  tho  said  Gilliland  may  at  his  option  accent  ’ 
Jictes  at  the  time 

of  o,  befoio  their  maturity,  tho  stock  of  Tho  North  America,, 
that  s  to  say,  tho  said  Gilliland  may  retain  for  each  sixtv- 

h-loll  (,C  )  of  1.1  ltd  toll  f.o.thesll 

Lippincott,  o,.„  shaio  of  tho  capital  stock  of  The  North 
American  Phonograph  Company,  deposited  with  him  as 
collateral  security  for  tho  payment  of  tho  said  notes 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Jn  loitnas  whe)-eof,t\\o  pnrtios  iibovo  mimed  liavo  lioronnto 
Higned  Uioii-  names  this  fifth  day  of  October,  1888. 

In  the  presence  of :  Jesse  H.  LimKoorr, 

Geo.  H.  FmiviLsoN.  Eziia  T.  Gilliuind, 

by  bnAS  P.  Biiucii, 
Attorney  in  Fact. 


Cm  AND  Counit  oe  New  Youk,  ss.  : 

Before  mo,  a  Notary  Public  in  and  for  the  City  and 
County  of  Now  York,  poi-soually  appeared  Jesse  H.  Lippin- 
eott,  to  mo  known  and  known  to  mo  to  ho  the  individual  do- 
soribod  in  and  wlio  oxocuted  the  foregoing  instrument,  and 
ho  poi-sonidly  aoknowicdgod  that  ho  oxocuted  tho  samo  for 
tho  pnrtioses  thoroiii  inoiitionod. 

Subscribed  to  boforo  mo  this  fifth  clay  of  Ootobor,  1888. 

C.  W.  Conklin. 

Notary  Public,  Kings  Co. 

Certf.  filed  in  N.  Y.  Co. 


[85101] 


147 


.4- 

,4 


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T 


Q) 


STATEMENT  OE 

Mrj'ess*':  H.  lippinoott,  Septanber  21st,  1888,  at  the 
:  Gilsey  House  ,  Nevf  YorJc. 

[i  In  the  latter  part  of  April  or  first  part  of 

I  May,  I  approached  Mr#  Gilliland  for  the  purpose  of  purohas- 
||  ins  throush  him  the  Edison  stodt  in  Edison  Phonosraph  Oom- 
!l  pany,  I  knevf  Mr.  Gilliland  and  know  of  his  oonnootion  as 
||  a  superintendent  or  acent  of  the  Edison  Phonosraph  Corne¬ 
ll  pany.  I  had  tv/o  or  three  interviews  witli  Mr.  Gilliland 
jl  resardins  a  possible  purchase  fron  Mr.  Edison  of  his  hold-- 

il 

'  ins  of  stock  in  the  Company.  At  about  the  third  interview 
Mr.  Tomlinson  caae  v/ith  Mr.  Gilliland —  the  latter  intro- 
ducins  htei  to  me  —  and  statins  Mr.  Tomlinson  was  interest¬ 
ed  in  his  (Gilliland's)  contract  with  the  "Phonoshaph" 
Company.  Erom  that  time  forward  until  the  end  of  June, 

ii 

I  I  had  repeated  intervi  ews  vfith  the  two  sentlemen  in  ques- 
I:  tion  regardins  the  purchase  of  Mr.  Edison's  stock.  On 
||  almost  every  occasion  both  seutlemen  were  present  and  came 
I,  together.  Occasionally  I  vfould  see  Mr.  Gillil and  jalo-ho 
ii  at  his  office.  I  knew  from  the  o  cttim  enc  on  ent  of  the  ne  - 
||  gotiations  tlat  Mr.  Gilliland  held  a  contract  with  the 
i|  Edison  Phonogreph  Conpany,  and  I  stated  to  Mr.  Gilliland 
il  and  Mr.  Tomlinson  on  repeated  occasions  that  I  would'  take  ' 
|!.  jCare  of  Mr.  Gilliland  in  the  event  of  my  purchasing  Mr. 

r  ® 

.  1-  ,  '  ■ 


npno 

J 


I 


li 


Edison's  stock,  and  I  meant  fran  the  start  to  give  sane 
stock  to  Mr.  Gilliland  as  a  consideration  for  the  satis  - 
factory  close  of  the  deal.  The  negotiations  during  this 
period  of  time,  were  not  principally  taken  up  with  the 
discussion  of  figures,  but  vrith  -a  ;  discussion  of  ways  and 
means  of  rooonodling  the  ^vishes  of  Mr.  Edison  to  those  of 
the  Graph opho no  Company,  in  Washington  with  whom  I  was  in 
negotiations  for  the  rights  hold  by  than.  Numerous  vis¬ 
its  to  WasMngton  v^ere  necessitated  by  these  variances  in 
matters  of  detail,  chiefly  regarding  the  rnampr  in  whidi 
the  "Phonograph"  and  the  "Graphophone"  were  to  be  placed 
upon  the  market  for  customers.  In  tlie  latter  part  of 
May,  or  oonmenocment  of  June,  the  substantial  terms  of 


y\^}^ 

my  deal  with  tlse- Edison  and  with  Mr.  Gilliland  so 

far  as  figures  veere  concerned  were  arrived  at.  1  pro  - 
posed  to  Mr.  Gilliland  and  to  Mr.  Tomlinson  to  give  Mr. 
Edison  a  half  a  millipn  dollars  for  stock  in  the  Phon- 
ograph  Compan^ml  in  pursuance  of  my  oj^ressed  intentions 


of  doing  something  for  Mr.  Gilliland  to  obtain  his  contract 
vfith  the  Phonograph  Company,  I  asked  him  how  much  he  thou^. 
he  ouglit  to  have, and  he  stated  that  he  -.louf^t  to  have 
one  half  as  much  as  Mr.  Edison  vfas  to  receive.  I  stated 
to  hin  that  I  would  give  him  .  two  hundred  and  fifty 
thousand  dollars  in  stock  of  the  company  which  I  proposed 
to  pronote.  He  stated  in  reply  that  he  world  accept  that 


amount  of  stock,  provided  I  world  also 
ment  to  buy  the  same  frem  him  at  par. 


g  iv  e  h  dm  an  a  gr  e  e- 
I  agreed  to  this. 


and  it  vras  understood  tliat  Mr.  Gillilandand  Mr.  Tomainson  i 

v^ere  to  inform  me  wholiier  these  terms  would  be  acceptable. 

They  stated  to  me  that  they  had  seen'  Mr.  Edison  and  that  ; 

I  the  proposition  to  him  was  aoooptablo.  V/he  rcupon,  we  | 

1;  verbally  concluded  the  tenns  of  the  deal  as  follows: —  i 

I  That  I  was  to  pay  Mr.  Edison  the  half  million  ; 

:  dollars  for  his  stodc  in  the  Phonograph  Company.  I  v/as  to  ; 

receive  an  assignnent  fron  Mr.  Gilliland  of  his  contract  | 

i:  with  the  Phonograph  Company  for  whidi  I  was  to  pay  him  - 

j|  tvro  hundred  and  fifty  thousand  dollars  in  stock,  vdth  , 

P  ’ 

:i  an  option  in  him  to  sell  the  same  to  me  at  par.  Lator  on 

j  in  June,  a  contract  vms  prepared  for  execution  betvraen  Mr. 

■  Edison  and  myself.  It  v;as  exerted,  my  agreement  vrith  Mr. 

\  Gilliland  being  allov/ed  to  remain  for  the  time.  I  took 
‘  the  contract  signed  by  Mr.  Edison  to  Wasliington  and  it  v/as 
I  tliere  found  in  sane  respects  to  bo  unsatisfactory  to  the 
i!  people  with  vdaom  I  was  there  dealing.  I  accordingly 
returned  to  new  York  with  a  raonorandum  of  such  modification;  | 
ii  as  they  desired,  and  I  mot  Mr.  Gilliland  and  Mr.  Tomlinson  t 
||  in  Mew  York  on  the  affcerneon  of  the  27th  of  June.  I  gave  ^  1 
I  then  the  manoranda  of  modifications  and  requested  them  to  j 

j|  have  a  now  contract  prepared  embodying  such  modifications  I 

I  so  tlrnt  the  same  might  be  executed  the  next  day.  The  ' 

I  day  following,  aborit  one  o'clock,  to  v/it:  on  the  28th  day 
of  June,  Mr.  Gilliland,  Mr.  Tomlinson,  Mr.  Edison,  and 
I  Mr.  TaJ^^private  secretary  of  Mr.  Edison,  :;oanetomy 
office.  A  nev/  contract  between  Mr.  Edison  and  myself  was 

. . . __3,.  _ _ _ i 


/ 


i:  thereupon  sicned,  a  type  written  copy  being  furnished  to 
;  us  by  Mr.  Tomlinson  vflio  stated  that  ataost  the  entire  night 
|i  before  had  boeai  consrtned  in  the  preparation  of  the  con  - 
tract.  At  the  same  time  a  contract  v/as  signed  by  me  and 
|i  by  Mr.  Gilliland  providing  fbr  the  delivery  to  him  of 
i|  two  hundred  and  fifty  thousand  dollars  in  stocBc  in  payment 
||  for  the  contract  to  be  assigned  by  him  to  me.  This  con  - 

'!  tract  bore  date  the  28th  day  of  June,  1888,  the, day  of 

|!  . 

|l  execiition.  It  was  in  Mr.  Bering's  hanch’fri ting  and  was  sign- 
Ij  ed  by  Mr.  Gilliland  and  myself  and  witnessed  by  Mr.  Tomlin- 
i;  son.  Mr.  Edison  was  present  and  probably  saw  the  contract 
:!  executed.  After  tho  exchange  of  contracts  between  Mr. 

|l  Edison  and  myself,  Mr.  Tanlinson  le;ft  my  office  and  took 
■:  with  him  the  cantracts  executed  between  Mr.  Gilliland  and 
myself.  He  retumed  two  hours  later  when  Mr.  Edison  vfas 
i'  not  present,  and  brau(§it  with  him  a  contract  of  the  same 
j;  date,  June  28,  1888,  between  Mr.  Gilliland  and  myself  pro- 
i  viding  for  the  p^irchase  by  me  of  the, stock  so  agreed  to  b  e 
j|  given  by  me  to  Mr.  Gilliland.  This  contract  last  named 
:|  was  then  executed  by  Mr.  Gilliland  and  myself  in  duplicate 
j|  and  witnessed  by  Mr.  Charles  P.  Hmcli,.  and  the  fii’st  con  - 
I  tract  Yfhich  had  been  executed  by  Mr.  Gilliland  and  myself 
two  hours  before  and  dated  tho  28th  day  of  June  vfas  there- 
I  upon  changed  by  Mr.  Tomlinson  in  its  date  to  the  27th  day 
I  of  June,  1888.  The  two  contracts  betvreen  Mr.  Gilliland 
I  emd  myself  were  then  exchanged  betv.'een  us  .and  the  gentle- 
I  men  left  my  office,  Mr.  Gilliland  asking  me,  however,  to 


say  nothinc  about  the  cash  to  Mr.  Edison  because  he  might 
think  that  he  (Gilliland)  was  getting  too  much.  On  the 
17th  day  of  July,  1888,  Mr.  Gilliland  gave  me  a  formal 
assignment  of  his  oontraot  vfith  the  Edison  Phonograph  Com¬ 
pany.  On  the  first  day  of  August,  1888,  Mr.  Gilliland  and 
Mr.  Tomlinson  came  to  my  office  for  the  purpose  of  selling 
to  mo  in  pursuance  to  a  notice  served  upon  me  one  fifth 
of  the  stock  which  I  had  transfen’ed  to  them  on  July  17th. 

I  gave  Mr.  Gilliland  a  certificate  for  3847  shares  of 
stock  instead  of  2500  shares  —  the  agroemait  providing 
that  in  the  event  of  my  selling  the  stock  at  less  than  par 
the  number  of  slB.ros  coming  to  him  should  be  increased 
proportionately.  At  Mr.  Gilliland's  loquest  I  dre\'/'m‘y 
check  to  the  order  of  Mr.  Tomlinson  for  $15,000.^|^  And  gav 
it  to  him,  and  to  the  order  of  Mr.  Gilliland  for 
dollars  and  gave  it  to  him.  Neither  Mr.  Gilliland  nor 
Mr.  Tomlinson  ever  canmunioated  to  me  the  exception  by  Mr. 
Edison  of  the  offer  v^hid-;  I  had  made  for  his  stock,  until 
I  had  also  agreed  Vfith  than  as  to  the  amount  to  be  given 
to  them  for  Mr.  Gilliland's  contract.  Mr.  Gilliland  said 
nothing  to  me  asto  the  character  of  the  oontraot  which  ho 
hdld  with  the  Edison  Phonograph  Company.  I  knaw.'  of  the 
contract,  but  was  not  faniliar  with  its  terms.  Mr.  Gilli-| 
land  had  no  reason  to  suppose  from  any  statanent  made  by 
me  to  him  that  I  would  not  purchase  his  contract  unless  1 
also  was  able  to  purchase  Mr.  Edison's  stock. 


/  r- Of 


t 


lo  -  / f^J  1<1  fl,lAj 


l<f  /io-'Pt  Cf  .  ///t 

J  ir'  ‘  ' 


c^  tKyVu^'^lK.^  .  .J  Zu-^C  ^  If"  I 

c,. 


.  ^C^'^fc-fe...  I./  / 


A 


TI-IOIilAS  A. EDISON  being  duly  sv/orn, deposes  and 


'  says: 


(l)  I  reside  at  llevfellyn  Park  .Orange, New 
;  Jersey.  About  one  year  ago  I, organized  a  corporation 
L  call  ea  the  Edison  Phonograph  Company, for  the  purpose  .’of 
||  expitSiting  and  introducing  phonographs, with  a  capital  of 
I  $1 ,200,00  0.  ,div  ided“  into  1  2,000  shares  of  the^par  value 
of  $100.  each.  On  October  28,1887,1  scld  to  that  Company 
:  certain  of  my  patents  and  inventions  relating  to  phonographs 
;;  and  received  in  payment  11,960  shares  of  its  capital  stockjf 
ji  fully  paid.  Ajsmall  portion  of  that  stock  I  have  parted 
!  wi-^^but  am  still  the  OTOer  of  10,350  shar es ,an^^ontrol 
i  all  the  remaining  shares  except  ISO  of  them, aid  have 
(1) 


iJ> 


,/ 


I 

o:vn0d  or  controlled  all  of  these  11,850  shares  during 
the  negotiations  mentioned  belov/. 

I  (2)  I  am  by  profession  an  inventor  and  mami- 

|:  faoturor.  My  investments  in  these  occupations  are  heavy, 
ray  business  interests  are  complex, and  owing  to  the  mul ti¬ 
ll  tudo  of  my  business  cares  and  the  calls  upon  ipy  time  , 

■  I  am  obliged  to  rely  to  a  great  degree  upon  others  to  aid  j 
i:  me.  During  the  past  four  years, Hr. Tomlinson, one  of  the  | 

II  defendants  herein, and  a  practising  lawyer  of  Hew  York  City,  | 

I,  haw  been  continually  employed  as  my  general  legal  adviser, 

ii  He  has  aided  me  in  all  my  important  business  negotiations, 

j;  has  dravm  or  approved  of  all  my  contracts , and  has  beiai't- 

ZcC- 

aTrpflrvi  all 

ii  legal  matters  appertaining  to  my  extended  bus  in  es  s  ,«esa 
:  protecting  my  interests.  Mr. Gilliland, another  of  the  de- 
i;  fondants, has  also  been  connected  vdth  me  for  several  years. 

;;  He  has  spent  a  large  portion  of  his  time  vrith  me  at  ray 
:i  labaratory,has  been  trusWl  v/ithmany  of  the  secrets  of  my 
;i  business, and  been  treated  asftrusted  friend  and  business  ad- 

I  .  .  ^  ^  /I 

viser.  In  the  fidelity  and  honesty  of  these  two  insi  I  '  ' 
•have  particularly  confided, and  have  intrusted 

than, but  more  particularly  Mr.  Tomlinson,  to  represent  me  in 
business  transactions  ,l^irt  have  been  in  the  habit  of  so 
thoroughly  relying  upon  them, as  to  accept  the  resul  t  of 
their  investigations  and  their  reoonrnendationsswithout 
hesitation  or  questions 

. . . . . . I?;' . : _ _ _ _ _ 


/ 


(3)  Early  in  May,  1888,  the  said  Tomlinson 
broached  to  me  the  subject  of  my  consent  being  desired  to 
the  sale  of  my  phonograph  inventions.  He  said  that  a 
:  syndicate  had  been  formed  with  a  larse  amount  of  capital 
'i  behind  it,  to  buy  up  al^pj^nograph  patents  for  the  United 


I  their  representative,  one  Jesse  H.  lippincott,  a  stranger 
;  to  me,  had  asked  him  and  Mr.  Gilliland  to  sejme  aboiit  it. 

;  Shortly  after  this  (Conversation  ^vith  Mr.  Tomlinson,  within 
jj  a  day  or  two,  the  said  Gilliland  also  broached  the  subje  ot 
I  to  me,  and  after  discwssing  the  matter  fully  with  him  and 

|j 

ii  Mr.  Tomlinson,  and  upon  their  urgent  reqiwst,  I  consented 
f  vfhat  could  be  done. 


that  they  might  represent  me  and' 

i  ■  .  ^ 

They  accordingly  undertook  by  a  mutual  and  distinct  under- 

standing  betvreen  themselves  and  me,  to  act  as  my  agent  to 

i 

see  what  teims  could  be  obtained  from  the  said  Lippincott 
for  my  patent?,  or  in  other  words  for  my  stock  in  the  said 
Edison  Phonograph  Company,  the  possession  of  which  would 
!  cari'y  v;ith  it  ccntrol  and  practical  ovmership  of  the  patente' 

(4)  Pursuant  to  the  above  arrangement,  Gilli- 
land  and  Tcxnlinson  at  once  opened  negotiations  with  Mr. 

4 

lippincott.  .  This  was  about  tlie  day  of  ,  1888. 

I  vras  too  much  occupied  to  attend  to  any  of  thesenegotia  - 
tions  in  person,  and  left  the  matter  entirely  to  them. 

They  were  in  the  habit  of  reporting  progress  to  me,  some¬ 
times  daily,  and  never  less  frequently  than  every  two  or 


/ 


tliree  days.  Gilliland  was  then  working  vrith  me  in  ray  I 

oct  i 

laboratory  ^11  ewelli'n  Park,  where  I  spent  all  of  my  time,' 

A 

and  Tomlinson  had  frequent  occasion  to  cone  there  to  confei 
with  me  not  only  about  tliis  but  also  about  other  matt ersy 
vdiloh  he  was  attending  to  as  my  personal  attorney  and 
legal  adviser.  Their  reports  about  these  negotiations  with 
Hr.  Lippinoott  v/ere  usually  made  to  me  by  them  together, 
though  sometimes  the  matter  waUd  be  discussed  by  me  with 
them  separately,  I  left  everytliing  to  them.  I  had  no 

time  to  give  to  it  myself,  and  the  truth  is, that  I  did 
no^take  very  kindly  to  the  idoa  of  parting  with  the  phon¬ 
ograph  business.  I  had  great  oonfidonoo  in  its  future 
provided  tliat  i  ooLild  manage  it  myself,  and  both  my  pride 
as  an  inventor  and  my  belief  in  great  future  emoluments, 
made  me  loaUi^  to  sell.  I  vras  too  much  occupied,  as  I 
have  said,  to  see  Mr.  lippinco  tt  myself,  and  during  all 

these  negotaitdions  I  did  not  see  him  until 

j  cvd  ^  j  c-evAt. 

and  from  fii-st  to  last  I  savr  him  only  times.  I  left 

A 

the  entire  negotiations  to  Gilliland  and  Tomlinson.  I  told 
them  at  the  start  that  I  should  leave  the  matter  entirely 
in  their  hands  ,  and  they  told  me  in  reply  tmt  tliey  would 
act  as  my  agent,  that  they  vfould  use  every  possible  en  - 
deavor  to  protect  my  interests,  that  they  v/ould  keep  me  in’ 
foimed  of  everything  that  occurred,  tod  that  I  might 
feel  as  secure  as  if  I  were  attending  to  the  business  in 


person.  Indeed  the  relations  bet^en  them  and  me  justifiei 


/ 


me  in  relyins  upon  faithful  service  fran  them,  ev en  vfithouti 
i'  any  specific  understanding.  Mr.  Tomlinson  v/as  my  per  -  | 

II  sonal  attorney,  as  I  have  stated,  and  Mr.  Gilliland  was 
||  my  associate.  Both  were  business  advisers  and  oonfidditial 

|i 

ji  friends.  Both  had  boon  connected  with  me  in  other  business 
||  transactions  and  I  had  boon  in  the  habit  of  trusting  both 
!|  of  them,  and  more  especiall  y  Mr.  Tomlinson,  to  act  as  my 
|j  agents.  It  has  been  my  custom  for  many  years  to  trust 

i  my  associates  in  this  vfay,  and  this  custom  is  well  known- 

! 

j  It  has  also  been  my  custom  to  compensate  ray  associates 

!  ^ 

I  serve  me  in  those  mys,  by  giving  them  an  interest  in 

ij 

::  YJhatever  I  do.  It  is  well  under s too d  among  ray  intimate 
I  business  and  personal  friends,  such  as  Gilliland  and  Tom  - 
|i  linson  were,  that  they  are  to  be  ocmpensated  in  this  way. 

|j  As  regards  this  very  ootipany  now  in  question,  the  said 
||  Edison  Phonograph  Company,  I  distributed  a  portion  of  my 
stodc,  at  the  time  the  company  was  formed,  among  my  said 
associates.  I  included  Tomlinson  and  Gilliland  in  this 
I  distribution,  having  made  Gilliland  a  present  of  300  shares 
and  Tomlinson  150  shares. 

(5)  The  negotiations  for  my  said  sale  of  stod;  to 
Mr.  lippincott,  as  described  above,  began  as  I  have 
stated,  about  the  day  of  1888.  These  ne¬ 

gotiations  ended  by  a  cansumation  of  the  sale  on  or  about 
the  day  of  1888.  n  During  the' time  between 

these  two  dates,  that  is  to  say  all  the  period  vfhen  these 


/ 


■  negotiations  v/ere  going  on,  I  had  but  intorvievfs  with 
i;  Ml’.  Lippinoott.  The  entire  negotiations  ivere  carried 
on  by  Mr.  Tomlinson  and  Mr.  ftilliland,  sanetimes  separatol: 
:|  but  more  usually  togotlier,  v;ho  reported  tome  frail  day  to 
ij  day  ivhat  progress  ivas  made.  They  socmnd  to  ms  to  act 
i|  in  perfect  harmony,  eadi  of  them  alivays  knowing  ivhat  tlio 
!:  other  was  doing,  and  I  alwaj^that  in  talking  to  one  or 

i! 

listening  to  one,  it  was  the  same  as  if  both  were  present. 


(6)  At  the  time  these  negotiations  wgi’e  going 

j  M)  J  fL-dX-Fy  Ca*.. 

on  I  owned  10,350  shares  of  atohTcfflP  the  said  Edison  Phono- 

y[  .  1 

graph  Company.  As  regards  the  remaining  1650  shares, 
ii  I  had  given  most  of  it  away  as  presents  to  ray  confidential 
||  business  frioAds,  associates  and  ooviworkers,  including 
|i  Gilliland  and  Tomlinson,  as  1  have  already  stated.  A  fe  iv 
!|  numbor  of  shares  had  been  sold,  including  the  forty  shares 

ii 

j|  left  in  the  treasury  of  the  company.  As  scon  as  I  saiv 
fran  the  reports  of  Gilliland  and  Tomlinson  that  the  ne  - 
gotiations  for  the  sale  of  the  stock  were  likely  to  succeed 
I  send  ivord  to  the  holders  of  these  outstanding  1650  share 
asking  than  to  send  me  in  their  stock,  and  to  leave  it  in 
my  hands,  with  poiver  to  sell  it  jointly  with  my  own,  if  I 
thought  best,  at  such  price  as  could  be  had.  This  outstand¬ 
ing  stock  was  then  held  by  about  thirteen  different  people. 

I  sent  vforld  to  all  of  than,  that  these  negotiations  veere 
going  on,  tliat  tliey  would  probably  succeed,  that  Gilliland 
and  Tomlinson  were  conducting  them  as  my  agent,  ©t  the 

'I 


/ 


price  to  be  obtained  would  probably  be  at  least  §500,000, 
and  that  I  advised  them  to  let  me  have  their  sto*  to  deal 
with  in  just  the  same  v/ay  as  I  doalth  v/ith  my  ovm-  They 
all  responded  favorably,  vath  the  sin(^e  exception  of  one 
stockholder  a  Mrs.  Maiv  Hemenvfay,  who  neither  assented  nor 
dissented,  but  occupied  a  neutral  and  silent  position. 

Among  thosevflio  gave  me  their  sto&  in  this  vfay  Tomiin- 

■4 

sc3n  and  Gilliland,  and  in  the  Course  of  our  almost  daily 
talks  as  they  reported  progress  to  me,  trh  discussed  the  best 
way  forme  to  deliver  this  stods  to  Mr.  lippinoott  without 
imperilling  our  title  to  it  i^i  case  of  any  possible  failure 
on  his  part  to  keep  hid  engaganents.  In  this  regard,  as 
well  as  in  all  other  mattors^  relating  to  this  transaction, 
the  management  of  all  details,  no  less  than  the  carrying 
on  of  the  negotiations,  were  left  to  my  said  agents,  Tom  - 
linson  and  Gilliland'i 

(7)  On  or  about  the  day  of  ,,  the 

said  Gilliland  and  Tomlinson  told  me  that  Mr,.  Lippinoott 
had  made  a  cash  offer  for  our  stock,  to  wit:  §500,000. 

They  said  it  vras  the  very  highest  price  that  could  b  e  ob  - 
tained,  and  they  urged  me  very  strongly  to  accept  it.  But 
I  did  not  accept  it  at  once.  While  I  had  entire  confi¬ 
dence  in  their  fidelity  and  j^idgnent,  and  v;hile  I  believed 
that  in  obtaining  this  price  they  had  possibly  done  their 
utmosjfc,  I  nevertheLess  felt  that  inasimch  as  the  sale  of 
all  this  stock  meant  substantially  the  sale  of  all  of  m.y 
7 


/ 


inventions  and  patents  relating  to  phonographs,  the  price 
wa^  inadetiuat  0.  I  felt  that  the  patents  were  v^orth  more 
money.  In  this  emergency  I  consulted  certain  others  of 
!,  my  associates,  including  seme  of  those  to  vehoin  I  had  pre  - 
sonted  seme  of  the  shares  of  stock  as  mentioned  above, 
and  expressed  to  them  my  feeling  that  this  price  was  too 
!;  small.  Bi\t  Tomlinson  and  Gilliland  kept  at  me  all  the 
;|  time,  urging  me  to  sell  at  this  figure. 

(8)  I  will  break  off  here  for  a. moment  and 
jl  go  back  a  little  in  time,  in  order  to  speak  of  a  certain 
|!  contract^  made  October  28,  1887,  between  the  said  Gilliland 
i;  and  the  Edison  Phonograph  Company,  for  it  now  becomes  an 
:i  important  feature  in  the  history  of  this  case.  Vlhen  E 
formed  the  said  Phonograph  Company  in  the  Autumn  of  1887, 

V:  and  assigned  my  patents  to  it,  Mr.  Gilliland,  wlio  was  then 
working  vz-ith  me  in  my  labratory  and  was  my  intimate  friend 
!|  and  business  associate,  sought  to  be  made  the  general  agenij 
|{  of  the  coinpany  for  the  sale  of  .phonographs.  He  thought  he 
save  the  prospect  of  ultimately  making  a  good  business  out 
of  it,  and  inasmuch  as  it  would  cost  him  nothing  to  secure] 
'the  agency  and  malco  an  attempt  to  perform  its  duties  ,  he  waS 
was  very  anxious  to  be  made  sudi  general  agent.  I  was  thjn 
substantially  the  sole  o^vner  of  all  the  stod?  of  the  coi 
pany*  and  coild  of  course  control  the  makinc  ^y  the  company 
of  any  proper  and  legal  contracts^  for  agency  or  otherwise.- 


ivhich  I  s 


f  fit.  Gilliland  importuned  me  repeatedly  to 


i 


prncure  for  him  this  acency.  He  urged,  upon  me  his  per  - 
sonal  qualifications  for  the  po sitionfe.^^1^  the  advan  ■- 
tago  and  sa  tis  fact  don  ^  which  it  would  be  to  me  to  have  for 
.  a  permanent  general  agent  a  man  like  himself,  whom  I  know 
and  had  confidenco  in,  and  assured  me  that  he  v^ould  not 

'f 

only  bo  giiidod  so  far  as  he  could  possibly  do  so,  by  my 
ideas  and  plans  for  developing  the  phonograph  business, 

:  but  v^ould  in  case  he  did  give  me  satisfaction  as  such  agentj^ 
at  any  tine  resign  it  upon  my  reqiiest,  so  tliat  I  could  so-  | 

I  cure  tho  appointment  of  a  better  man.  I  was  at  that  time 
;!  Prosident  of  the  Company,  and  it  was  my  intention  to  per  - 
manontly  retain  a  controlling  interest  in  the  stock  of  the  | 
Oompanyy  so  that  I  could  always  dictate  its  business  pol¬ 
icy.  Having  myself  invented  the  phonograph,  and  having 
for  many  years  given  much-thought  to  the  subject  of  intro  -| 

.  ducing  it  to  the  public  and  exploiting  the  sales  of  pho  - 
nogr^hs  upon  a  laige  sale,  I  felt  that  the  selection  of 
a  general  agent  was  an  important  and  de  lie  at  e  matter. 

I  finally  decided  to  appoint  Mr.  Gilliland.  Ivras  actuated  | 
principally  by  tho  fact  that  he  was  my  personal  friend, 
that  I  felt  he  vfould  do  vfhat  I  told  him  to,  and  that  if 
he  did  not  give  me  satisfaction  I  could  persuade  him  to 
give  his  place  to  a  successor.  Thus  the  contract  to  be 
made  v/fth  him  vms  largely  in  the  nature  of  a  personal  one.  j 
Vfhile  it  is  true  that  I  v/as  an  officer  of  the  corpoiation, 
and  he  its  agent,  still  it  was  also  true  that  I  oivned  and 


/ 


meant  to  continue  to  own  the  bulk  of  the  stodt  in  that  cor-j 
poration,  and  myself  look  aftei’  the  development  of  it 

'i 

business,  two  facts  which  I  meant  to  maJce  known  so  publicly] 
that  e»ir  perscai  intendinc;  to  invest  in  its  stock  vcould 

'7 

necossaril y  buy  subject  to  these  conditions.  This  agency 

contract  was  made  vcith^r.  Gilliland*  J(t  bears  date  Ooto- 

< 

ber  28,  1887,  and  a  copy  of  4t  is  hereto  annexed  maikad 


(9)  Vflien  Gilliland  and  Tomlinson  tld  me  tliat 
Mr.  Lippinoott  would  pay  §500,000  for  the  said  stock  I 
had  for  sale,  I  asked  them  what  was  to  be  done  with  the 
Gilldland  agency  contract*  a-forsaai  d.  I  told  then  that  I 
thought  that  while  Mr.  Gilliland  whom  I  had  made  general 
agent  on  account  of  his  personal  Eolations  to  me,  lAught 
satisfy  me  as  agent,  no  doubt,  Mr.  Lippincott  would  want 
a  man  of  his  own  choice  for  that  position.  I  asked  tliem 
vfliat  Mr.  lippincott  would  say  about  this.  Both  Gilliland 
and  Tomlinson  tcidme,  not  only  once  but  on  several  ooca- 
sions,  that  the  cjiestions  of  tlie  existence  of  the  said 
Gilliland  agency  contract^  had  been  gone  over  between  them 
and  Mr.  lippinoott,  and  that  the  latter  had  decided  to  pur¬ 
chase  an  assignment  of  this  contract  from  Gilliland - 
I  did  not  at  the  time  give  any  thou^t  to  the  point  vcheth- 
er  the  contract  vras  in  fact  assignable.  I  kna'f  it  Avas  in 
the  nature  of  a  personal  contract  between  the  oonpany  and 
Mr.  Gilliland,  btit  the  question  of  its  transferability 


10 


y 


j|  was  no-^iscussed  by  mo.  I  asked  Gilliland  and  Tomlinson  I 
i:  what  the  said  lippinsott  vras  to  pay  Gilliland  for  his  oj  n  -! 

:i  tract.  The  first  time  I  asked  tliis  question,  I  well  re  - 
|j  meiibor.  It  vras  at  my  labratoiy  at  lilewellyn  Park.  Gill- 
|!  iland  and  Tomlinson  were  both  present.  In  reply  to  the 
||  question,  Gilliland  remarked,  Tomlinson  b oins  P’fssent,  that 

!■  Lippinoott  would  no'^cive  him  muoh,^^ly  seme  stofek  in  his 
I!  JJI/J  CU> ■ 

|!  big  conpan:^  I  askod,  "Hbwmuoh  stoat?"  Gilliland  replied 
"Only  $250,000  of  it."  I  said,  "How  much  is  the  total  j 
li  capital  of  the  big  oonpany?"  "Six  or  seven  million  dollars'^ 

I  .  . 

|j  said  Gilliland.  I  then  asked  him  ajid  Tomlinson  hov/’  mudh 
that  would  bo  worth  in  money,  and  their  reply  was  that  it 
|i  would  bo  worth  only  about  $50,000  or  possibly  $75,000/  if 

i'  ^  4  f 

II  the  oonpany  proved  a  success.  Subsequen^to  this  con  - 

1;  versation,  and  still  prior  to  the  time  when  1  finally  made 
I  up  my  mind  to  accept  Mr.  Lippincott '  s  offer  of  $500,000 
i  for  my  stock,  I  talked  this  question  over  sevea'al  times 
j  with  Gilliland  and  Tomlinson,  as  to  how  much  lippinoott 
I  was  to  pay  than  for  the  said  Gilliland  agency  oontaact. 

I  They  ^ways  stated  in  reply,  both  of  them,  that  it  was  a 
j  trifling  matter,  only  a  block  of  stok  which  might  have 
value  and  which  might  not,  and  that  it  would  not  in  any 
event  pay  them  mo^  than  about  $50,000,  or  possibly  $75,000 

I  ^  oi^her  Gilliland  or  Tomlinson  told 

Edison  at  this  time  anything  about  Gilliland  dividing  with 
Tomlinson,  let  me  know  the  facts,  and  I  will  insert  it  ! 


11 


/ 


hero) 


(11 )  (At  this  time,  before  Kdison  finally 
told  Gilliland  and  Tomlinson  that  he  would  aocspt  Lippin- 
oott's  offer,  did  Edison  report  to  any  of  his  associates 
the  fact  that  Gilliland  was  to  sell  his  contract,  and  how 
niuoh  he  was  to  get  for  it?  If  so,  I  vcill  ptit  it  in  here). 


!|  (12)  I  v/ill  now  return  to  v^hat  I  did  after 

:■  the  said  Gilliland  and  Tomlinson  told  me  tliat  Lippinoott 
II  vrouldpayme  $500, 000. for  this  stock.  I  hesitated,  as  I 
j|  have  said,  to  acffipt  it.  But  Tomlinson  and  Gilliland  urged 

I 

to  mo  accept.  They  said  it  vms  a  big  price  price,  that  it 
■jl  was  all  they  could  possibly  got,  that  it  would  not  only 


also  give  some  ready  cash  to  my  friends  and  associates, 

including  thonselves,  among  whom  I  had  distributed  a  por  -j 

tion  of  my  stodc  ,  as  I  have  stated*  afefb  would  partici- 
■i 

pate  pro  rata  in  the  prioeeds  of  the  sale.  Gilliland  at 
Tomlinson  also  urged  on  me  as  another  reason  why  I  should 
consent,  that  the  sale  of  the  Gilliland  agency  contract 
would  be  a  part  of  the  transcation,  and  that  the  price 
to  be  realized  frcm  that  sale,  to  wit,  the  said  $250,000 
in  the  stock  of  lippinc  ott '  s  big  company  would  be  a  good 
thing  for  then.  Th^reiterat ed  at  repeated  interviews, 


12 


/ 


i  while  I  veas  ccnside  ring  lippincott '  s  offer  tome,  that  _  p\ 
vfliile  this  block  of  stock  had.  an  uncertain  value,  ani^they 
i'  covad  not  toll  how  much  money  could  be  got  for  it,  still 
||  they  fblt  it  was  worth  in  the  neighborhood  of  §50,000,  and 
ij  that  this  amount  could  doubtless  be  obtained  for  the  stock 
without  a  long  delay,  and  that  possibly  if  lippincott's 
oonpany  ivere  a  groat  success  vehon  launched,  as  much  as 
§75,000  might  be  obtained.  They  urged  this  on  mfivery 
strongly.  They  said,  both  of  them,  sometines  together, 
and  sQTietinos  separately,  that  lippincott  would  not  buy 
my  stock  unless  he  could  buy  the  agency  contract.  The;^  (n\' 
either  of  tha^ never  ment ioned  or  referred  in  any 
I  way  vfhatever  directly  or  indirectly  to  the  fact,  propabil- 
I  ity  or  possibility^  of  any  other  payment  being  made  for 
j  the  Gilliland  contract,  than  the  said  block  of  stock, 

)r  any.  pr  ic  e 

'\  A 

l|  told  me,  to  v/it,  the  chance  of  a  future  sale  of  the  said 
ji  stodj  ,  which  might  realize  §50,000,  but  would  not  under 
|l  any  event,  so  far  as  they  could  foresee^  or  dare  hope, 

I  realize  more  than  §75,000. 


(13)  i  fait  that  Gilliland  and  Tomlinson  ivere 
not  entitled  to  the  proceeds  of  the  sale  of  the  Gilliland 

contract.  Gilliland  had  never  done  anytmng  ivha^ever/-  | 
^  f 

under  his  contract,  there  had  been  no  occasion  for  him 

to  spend  any  time  on  its  duties,  no  phonogr^hs  had  been 
made  and  none  sold,  and  he  had  eamed  no  right  so  far  as 


/ 


personal  service  (;oes,  to  realize  for  his  ovfn  podc  et, 
or  for  himself  and  Tomlinson,  any  such  price  for  his  oon- 
frract  as  $50,000.  I  felt  undo"  the  circumstance  s,  that 
whatever  price  might  be  realized  for  the  sale  of  the  agency 
contract  shoiild  bo  treated  as  an  additional  amount  for  the 
sale  of  the  stok  ,  and  that  it  should  all  go  into  one 
pool  to  bo  divided  airnng  all  oncerned  just  the  same  as  if 
the  entire  pajment  worebfor  the  stodc  and  the  agency  con  - 
tract  vegBB  throvm  in  for  nothing.  That  is  the  way  I  fd.t, 
and  I  felt  it  strongly.  I  expressed  this  feeling  to 
Gilliland  and  ToiiiLinson.  They  replied  that  the  amount 
\Yas  only  equal  to  a  small  perco  ntago  of  vdiat  I  ms  to  get 


for  the  stock,  and  that  as  a  favor  to  them  I  ought  to  yield* 

Nevertheless  I  still  hesitated.  Not  only  did  the  price  tvy 
my  stod:  seem  inadequate,  but  I  also  could  not  bring  my 
mind  to  approve  of  this  sum  of  $50,000  going  into  the 
pockets  of  Gilliland  and  Tomlinson.  Howev  csr ,  after  seme 
delay  and  after  01  most  urgent  and  reiterated  solicitations 
on  the  part  of  Tomlinson  and  Gillilan^I  at  last  consented. 

I  told  Gilliland  and  Tomlinson  just  how  I  felt  ,  but  told 
them  the  trade  might  go  on.  They  expressed  great  delict 
at  nry  consenting.  As  nearly  as  I  can  remeitto  er  ,  the  date  ^ 
vchen  I  finally  notified  than  that  I  vccMld  accept  the  offer 
was  June  1888. 

(14)  The  next  thing  to  bo  done  veas  the  pre  - 
paration  of  the  contracts  of  sale.  Mr.  Tomlinson  being 

14 

. ^  - - 


/ 


I  my  personal  attorney,  prepared  them.  The  contract  between 
i;  Lippincott  and  myself  for  the  sale  of  the  stode  which  I 
li  owned  and  controlled  in  the  Edison  Phonograph  Ooinpahy, 

|i  was  oxceuted  on  the  day  of  June,  1888,  by  both  Hr.  Lip- 
ij  pinoott  and  myself.  Eor  certain  reasons  hovcover,  this 
1;  oontraot  v/hon  shovch  by  Mr.  lippincott  to  certain  of  his  bua- 

I  inoss  associates,  as  he  stated  to  me,  was  not  quite  satis  - 

II  factory,  and  it  became  necessary  to  prepare  an  amended  con- 

ii  tract.  Blit  no  change  was  made  in  the  purchase  price. 

1 

!  The  amended  contract,  which  was  also  prejared  by  Tomlinson 
!  in  my  behalf,  was  executed,  Juno  28,  1888.  It  entirely 
took  the  place  of  the  old  oontraot. and  is  the  agroomont 
Trtiioh  is  now  in  force  between  the  said  lippinoo  tt  and  my- 
i  self.  A  copy  of  it  is  hereto  annexed  maik  ed  Exhibit  B. 
a  Sintultaneously  with  the  preparation  andexeoution  of  this 
final  contract  between  lippincott  and  myself,  another  agree 
h  mont  was  made  betvrecn  him  and  Gilliland,  whereby  Gilliland 
agreed  to  assign  him  his  aforesaid  general  agency  con- 
;;  tract  with  the  Edison  Phonograph  Company.  Tho  considera- 
j  tion  recited  in  that  agreement  v/as  the  purchase  price  which 
j  Gilliland  and  Tomlinson  had -mentioned  tome  as  I  have 
i  stated,  to  wit,  ;’'2,500  shares  of  stock  of  the  par  value  of 

li  .  u 

I!  §100  each,  in  lippincott's  proposed  big  company,  to  wit, 

i; 

11  The  American  Phonograph  Company.  This  Gilliland  agroo- 

li 

ji  ment  vms  p,Bej?ared  by  my  private  secretary,  hsssMaajwwafes" 

I  A.  0.  Tate,  at  my  labratory  at  llewellyn  Park,  on  tho  sane 


15 


occasion  v;hon  the  aforesaid  contract  of  June  28,  1888,  was 
executed  botv/ocn  lippincott  and  myself ,  and  vas  executed 
i  then  and  there  by  Eippincott  and  Gilliland.  A  copy  of 
i|  that  contract  is  hereto  annexed  maiked  Exhibit  0. 

|i  This  contract  vas  prepared  tinder  the  direction  of  Mr. 

L, 

jl  Tomlinson,  Vfho  dictated  its  contents,  and  was  in  his 
1;  (kkBt  V 

i!  presence  -witnessedl 


||  (15)  Ppom  all  that  I  have  stated  above,  it 

|l  v/ill  be  seen  just  how  I  considered  the  matter  stood. 

I  On  Juno  28,  1888,  vfhen  these  contracts  were  executed, 
jl  I  was  to  got  §500,000  in  money  for  my  stodc,  and  I  believed 
Gilliland  lYas  to  get  §250,000  in  stodi  for  the  assignment 
li  of  his  agency  contract,  tho  actual  value  of  that  stock  bo4 
l|  ing  itneertain,  but  probably  not  more  than  §50,000.  I 
||  hoi  no  knowledge,  intimation  or  over  suspicion  that  such 
j  was  not  tho  case.  Gilliland  and  Tanlinson  had  acted  by 
1  mutual  agreement  betv/een  thorn  and  myself,  as  my  agent, 

I  believed  that  they  told  me  tho  vfhol  e  truth  about  all  the 
negotiations,  and  ::®onoealed  nothing  frem  me,  I  had  entire 
j  confidence  tliat  they  wore  faitJifully  serving  me  as  my  agents 
no  less  than  as  my  friends,  and  I  did  not  have  the  lenot- 
ost  idea  that  they  had  made  any  other  ar rai^ omen t  with  Mr. 
Eippincott  for  the  sale  of  the  said  Gilliland  contract, 

I  different  frem  what  I  have  said  they  told  me.  Nevertheless 
I  v/as  deceived.  They  had  made  another  and  a  batter  ar range- 


16 


I 


I 


i:  ment.  a?hGy  oon^irecl  to  Jcoop  it  a  secret  fran  me,  and 
i  purposely  misled  me.  They  procured  my  assent  to  sell  my 

stock,  by  falsehood.  Had  I  knovfn  then  vfhat  I  know  now, 

:  'VVPW' 

|j  I  would  not  have  sold  it.  I  chaiEo/  thorn  with  fraud  so. 

ij  <  ^ 

j|  Jiny  with  fi-audulent  oon coalmen^  and  with  conspiracy, 

|j  facts  for  this  chaise  1  will  set  forth  below. 

(16)  I  have  stated  that  it  was  on  or  about 
|i  the  day  of  ISSS,  vdien  the  said  Toiidinsan  and 

l|  Sillil  and  brmsht  me  Mr.  Lippincott  's  offer  of  §500,000 
I  for  my  stodc  ,  that  I  hold  this  off er  under  consideiation 
li  for  about  days,  and  that  I  fi  nail  y  decided  to  accept 

it/  on  or  about  the  day  of  .  i  have  also  said 

that  while  I  was  considerins  this  offer,  GillUand  and 
'  Tomlinson  to^d  me  on  repea  tedocc  ass  ions  that  Lippi^icott 
li  would  also  buy  the  said  Gilliland  agency  o  ntr  act ,  and' 
bhat  the  purchase  price  was  §250,000  in  the  stock  of  the 
|;  proposed  conpany,  worth  perhaps  §50,000,  and  under  no 
||  event  likely  to  realize  more  than  §75,000.  I  have  stated 
|i  at  length  under  what  circumstances  and  how  repeatedly 
Gilliland  and  Tomlinson  made  this  statanent  tome,  that  I 
believed  it  to  be  tiue,  and  that  I  reached  the  decision  to 
sell  my  stock,  while  under  the  belief  that  it  was  tiue.' 

But  I  am  now  informed  and  believe  that  at  th  e  ve  ry  time 
and  times  when  Gilliland  and  Tondinscj^both  together  and 
separately,  were  telling  me  that  the  price  which^  I  have 
just  stated  was  the  actual  price  which  lippincott  was  to 


17 


I 


;|  pay  Gilliland,  there  was  an  agreement  then  actually  in 
i  existence  between  Lippinoott  and  Gillilan^which  Tomlinsoi 
"  not  only  had  knovaedge  of  but  was  also  to  participate  ii^ 
jj  whereby  another  and  a  far  greater  price  ^vas  to  be  paid. 

[j  Instead  of  getting  §250,000  in  stodc,  Gilliland  was  to 
ji  get  a  miTCh  larger  amount,  and  instead  of  taking  his  chances] 
:|  on  selling  tlus  stock  and  not  realizing  more  than  $50,000 
|j  or  soj  for  it,  he  v/as  actually  to  receive  in  cash  $250,000 
I  for  this  V  ery  s  took  .  Not  onj-y  had  this  agreement  been 
jj  made  at  tliis  time  between  Iiippincett  on  the  ono  side,  and 
||  Gilliland  on  the  othe^vfith  Tomlinson's  kno\'iodge  and 
approval,  and  not  only  had  it  been  made  when  the  first 
contract  which  Tomlinson  prepared  for  me  to  sign  y  vfith 
i|  lippincott  was  prepared  and  executed,  to  wit,  on  the 

i!  fk^  I 

i;  day  of  June,  1888,  and  not  only  was  •.  false“^aid  misleading 

ji 

l|  contract  betv/eon  Gilliland  and  Lippijicott  made  in  ray  pres- 


[ok.8)j 


|l  ence,  as  I  have  already  stated  on  June  28,  188  8. 

I:  vhereby  I  was  naeai  to  believe  that  Gilliland  was  to  receivi 

j!  ■  ' 

i!  only  $250,000  in  stock,  and  not  only  were  these  things  con 

jl  cealed  fron  me  by  Gilliland  and  Tomlinson  at  these  times, 

|!  but  in  addition  to  all  that,  Tomlinson  and  Gilliland  had 
I  reejuested  Lippinebtt  to  aid  than  in  keeping  the  secret 
of  the  real  price  of  this  sale  from  my  knowledge,  and  he 
had  promised  to  do  so.  The  fact  that  all  this-was  done^ 

I  derived  from  information  recently  given  me  by  Mr.  Lip  - 
pincott.  Voluntaril  y  he  recently  tdd  me  the  truth, 

18 


I 


I 


to  wit,  that  at  the  time  my  sale  of  stodc  was  made  and 
the  agreements  signed,  a  secret  agreement  had  boon  prev- 
;  iously  made  between  him  on  the  one  hand,  and  Tomlinson  and 
;;  Gilliland  on  the  other,  whereby  they  wore  to  get  frcm  him 
j|  at  least  §250,000  in  money  for  the  JSilliland  agency  con- 
r  tract.  I  am  informed  aasd  wm  maEo  iin  affidavit  of  this, 

■  to  be  used  in  this  case  ,  and  I  now  refer  to  that  affidavit 

jl  e>^ 

jj  to  verify  my  statement.  I  am  further  informed  that  copy 

|;  of  the  secret  agreement  between  him  and  Mri  Gilliland, 

||  dated  June  28,  1888,  whjreinhe  agreed  to  pay  Gilliland 
|[  at  least  §250,000,  will  be  annexed  to  his  affidavit, 

■  and  that  he  will  also  set  Torth  in  detail  how  much  stock 
and  money  he  has  already  paid  Gil lil and  pursuant  to  the 

A 

II  terms  of  that  agreement,  and  how  much  s  till  remains  unpaid. 

(17)  Tlie  said  Gilliland  and  Tomlinscn 
i|  sailed  together  for  Europe  on  or  about  the  day  of 
||  August,  1888  I  kneiT  of  their  proposed  trip,  and  it  had 
|j  my  approval.  I  did  not  then  know  of  the  way  they  had 
ij  treated  me  in  these  negotiations,  for  it  was  not  until  my 


;|  interview  with  Mrl  Lippineott  on  September  ,  that  I  had 
any  reason  to  doubt  their  personal  loyaljry,  and  their 
faithfulness  as  my  agents.  A  few  days  before  they  sailed,  | 
Mr.  Tomlinson  called  on  me  and  asked  me  to  lot  him  have  scRVi^ 
money  in  vievf  of  his  going  abroad#  He  stated  that  he  had 
been  the  means  of  making  a  good  sale  of  my  phonograph 
patents,  he  and  Gil  1  il and  having  realized  $500,000  for 


19 


I 


jl  thou,  and  that  he  thought  I  ought  to  do  scmething  t 
I  for  him.  He  told  mo  that  he  would  got  little  or  nothing 
jl  from  Gilliland  for  the  services  he  had  rendered  hiii  in 
I  oonneotlon  with  the  sale  of  his  agency  contract,  and  that 
^  trifliug  interest  in  the 

jl^stodc  he  v/as  to  get.  in  view  of  my  friendly  feelings 
||  for  Tomlinson  and  of  the  desire  v/hich  always  actuates  me 
not  only  to  pay  people  generously  when  they  serve  me, 
but  if  their  demands  are  not  unreasonalil  oy  t o  pay  than 
Whatever  they  ask  for,  so  that  they  may  feel  perfectly 
satisfied,  I  told  him  that  I  would  give  him  $7,000.  My 
principal  reason  for  doing  this, was  a  belief  based  op  what 
ho  tcldmo  as  I  have  '“hat  Gilliland  was  treating 

jl  him  ralher  meariLyjh*0^I  now  leam  that  Tomlinson's 
|;  statement  to  me  in  this  regard  was  false. 


(Let  me  know  vz-ho  it  was  to  whom  Tomlinson 
stated  that  he  was  to  get  one-third  from  Gilliland  and  I 
will  put  it  in  here  and  prepare  an  affidavit  for  that 
party  to  swear  to). 


(18)  Not  only  Tomlinson  come  to  me 

■£•*=3=6  before  starting  on  European  trip,  but  Mr.  Gil¬ 
liland  came  also.  day  of  Auguti, 

shortly  beibre  he  sailed,  he  called  upon  me  and  asked  for 

A 

certain  pecuniary  favors  on  the  ground  thit  he  was  not 


oil,  / 

!,  / «  '?  V 


malting  much  out  of  the  said  phonograph  deal,  as  he  called  j 

it,  and  that  he  tho light  I  should  do  sonething  for  him. 

He  repeated  tome  what  h  e  had  always  said,  to  mt ,  that  all 

he  was  to  get  for  his  agency  contract  was  a  block  of 

$250,000  stodc  j  which  at  best  had  only  the  uncertain 

value  of  $50,000  or  so,  and  urged  me  to  do  sonething  for 

him.  In  this  case,  as  in  that  of  Tomlinson/ I  carried  out 

ray  outom  in  such  matters,  and  did  what  he  asked  me. 

But  I  have  now  learned  fron  Mr.  Lippi^joott  that  at  the 

very  times  when  these  two  parties  were  telling  me  hovf 

little  theyv/ere  to  get,  ho,  the  said  lippinoott ,'  had  aot-j 

ually  begun  to  pay  thanmoney  on  account  of  the  said  $250,000 

cash  paiiment.  I  am  informed  and  believe  that  at  that 

he  had  paid  them  $50,000.  This  payment  was  made  by 

A 

in  two  check i 


him 


signed  by  him  personally,  one  for 

$15,000  to  the  order  of  tlie  said  Jolm  C,  Tomlinson,  and 

one  for  about  $35,000  to  the  order  of  the  said  Ezra  T. 

Gilliland.  The  said  check  of  Tomlinson  was  indorsed  by 

him,  was  returned  in  the  due  course  of  bark  proceedings 

to  Mr.  Lippinoott  and  is  now  in  his  possession.  The  same 
S 

is  true  of  Gilliland's  check.  Both  of  those  drecks  I  am| 
infonned  and  believe  are  now  in  Lippinoott 's  custody. 

He  has  allovred  me  to  have  them  photographed  and  photograph 
copies  of  them  are  now  in  my  possession.  These  checks, 
it  should  be  noted,  are  dated  August  1,  18SS,  and  the  in- 
torviCTfs  v/Moh  I  have  just  mentioned  which  took  place  be-j 


21 


li  tween  Mr,  Killil and  and  myself  and  Mr.  Tomlin  son 
ii  ^  A 

j;  myself,  were  about  days  subsequent  thereto. 


hi>i  ~  ]i4o  fivil'-  (M  t~ 

0^14-' 


[ATTACHMENT] 


The  first  mention  I  ovmr  lioard  of  t>  io  matter  was  vhen 
Tomlinson  had  hia  interview  with  mo  under  the  ai'iile  tree  (find 
date).  At  that  interview  h.o  iiuJ.od  me  if  I  would  sell  the  jihono- 
I'i’c^ih.  lie  said  tl.ut  parties  hud  eomo  to  him  who  ho  holievcd  wan¬ 
ted  to  pm*ehiiao,  snd  would  purchoso  us  a  r!.vndiouto  the  v^iolo 
phonojjraph  af fail's,  tfikinj'  the  whole  thin't  off  our  hands,  and  ho 
uiv'jod  me  to  sell  outriyht  for  cash-that,  it  vios  a  'frerat  flotil  bettoi' 
fhr  mo,  hiivin,'*;  m;*  Tiaboratory  in  "ood  oondit.ion  to  KjiOnd  rii  time  in 
;';eti..in''  up  ot):Oj'  inventions,  r:;  ther  an  take  th.e  rl  r.k  of  morehan- 
dj  ain)7  the  pj-ono/jraph.  i:e  talked  to  me  a  Ion-;  while  tr^irv'  to 
convAiieo  me  that  it  wue  bettor  to  sel  l  ntitrie;ht. .  I  told  l.in  th.at 
if  tl,o  pl:c)nOf;rriih  vr.xs  [jood  for  others  it  was  mood  for  mo,  and  that 
1  nould  not  see  wJiy  we  eould  not  mereh>jedlze  the  thin";  sinee  every¬ 
thin/'  WHS  orj'finized  and  it  was  boinf5  built,  but  of  oourse  that  I 
was  always  opon  to  an  offer.  !lo  said  ho  was  sure  ho  could  put  it 
throu/'h  and  (jet  a  la '(je  sum  in  oash.  I  think  ho  montionod  that 
the  principal  party  was  Thoo.  K.  waip  and  aeaooiat.OB.  This  inter- 
viOT/  took  plaoo  under  the  treo  in  my  Lahoratory  yard  at  his  tiug- 
(jestion,  the  office  bein/j  full  of  people.  'Un  nimd •  s  name  was 


[ATTACHMENT] 
(  ^  ) 


noi  mQnT-ionocl  at  this  intorvAov;.  Ton, Uneon  not  only  urj,od  nio  but 
udviBOd  mo  in  my  own  interootB  to  soil.  Ho  was  tbon  and  had  been 
for  noarly  fo,ir  yom- a  my  portonal  md  oonfi dontinl  attorney  and 
udviaor  imd  often  md  habitually  noted  ua  my  aijont.  I  told  him 
tJ.at  I  was  not  enxioua  to  aoll  but  was  always  open  to  a,  offer  an^ 
X  f«-tl:er  atntod  that  he  nd(;ht  ,;o  in  and  rojo’osont  me  fai>  enooRh 
to  BOO  wr  at.  offer  ho  oo,Ud  „et .  lie  ro  iterated  his  desire  to  serve 
me  poraonally  «.a  was  lOwnys  his  ou  atom  in  rep  re  sent  in?:  .me  and 
atr.tod  t},at  ho  would  examine  fi.u'thnr  into  the  matter  on  my  behalf 
Wid  roport  to  mo  tho  result. 

I  hoard  nnthinc:  further  about  this  mutter  from  my  source 
until  the  rJay  of 

(find  out  when  hipp  incott '  s  child  was  sick  as  bewins^  on  the  date 
of  t,ho  into iviov;  now  about  to  doacribed).  "hm  the  follovdnr; 
intoivu'v;  took  place  in  tho  LibiWii-y  of  my  I.alxjratory ,  '?i  13  Hand, 
Tomlinson  and  I  wore  prosont  joid  to,;othor  throvt^hout  the  entire 
intniviow.  no  far  an  I  know  (find  out  tho  day  when  ktaih  Twain  and 
«oo.  line  wore  at  laboratory  to  fix  thin  date)  no  perron  olso  was 
present.  I  remenber  that  Mark  Twain  and  r,eord:e  Hos,  late  of  the 
V/indsor  hotel,  Montrenl,  wore  at  the  Laboratory  at  the  timo  w^n 
this  into, view  took  place  and  1  was  trying  to  get  thrm^^h  with 
tho  inteview  as  quickly  us  possible  so  as  to  attend  to  these 
visitors.  Tomlinmn  opened  the  interview  by  offering;  on  behalf 
of  tho  parties  whom  ho  had  been  neg«tiar.ing  with  $.'500,000  in  cash 


[ATTACHMENT] 


foi*  iho  iihonofjrqih  on  a  oortain  bfisis  mcl  ho  aih^ned  for  a  lonfj 
■nhiXo  with  ito  upon  my  i)orBmptorily  rofiisin^j  tho  Bamo-that  it  v/ne 
for  tho  boat  intoroats  of  myaolf  and  all  oonoornod  to  aocopt  this 
offer,  Aftor  arj^iinjs  vdth  mo  for  aa  much  aa  lan  hoiU'  or  porhaiio 
two  hours  I  mode  eonio  momorantla  which  if  tho  luwyera  aoooi)tod  I  , 
would  anil.  This  was  tho  first  time  I  hOfu’d  that  Iiipplnoott  waa 
the  pM’ty  they  v/ero  dOfAinc  with,  1  a^:od  about  his  connection 
with  the  fjraphophono  and  what  ho  proi»Bed  to  do  with  it.  I  a'akod 
Gilliland  how  we  wore  (join-!  to  take  caro  of  Gilliland's  oontruot 
and  I  was  told  that  Iiippinoott  was  to  j^ive  Gilliland  a  stock 
interest  in  the  Oomiiany  for  iiis  contract.  I  asked  how  rpoh.  i 
was  told  .'jueO, OfXi  in  stock.  I  aakod  if  ''Uxi  Hand  waa  to  (jet  'aiy 
cash.  Me  said  no,  that  aa  his  contract  waa  of  I'orapootive  value 
Lippinco  tt  would  only  pay  in  kind,  that  is  in  stock  hewirig"  a  porT- 
speetive  value.  1  asked  what  was  the  capital  of  proposed  Oornl'iiny 
and  they  stated  :';n,ono,000.  I  aaked  what  the  stock  was  wni’th. 
Gilliland  sfud  it  wiis  not  worth  anything,  but  that  ho(  Gilliland) 
waa  vdllinfj  to  accept  it  for  his  contract  and  take  tho  rtflk  of  the 
future  ns  it  certainly  would  have  somo  value  oir/ning  all  the  rights 
of  phono/jrf^h  apparatus.  I  aakod  w>iat  they  thought  the  valuo 
would  bo  or  they  (jould  soil  it  for.  Gilliland  said  they  might 
(jet  ;57S,onn  out  of  it  if  the  deal  v/ent  through  as  hipp  inoott  ex¬ 
pected.  I  asked  if  ho  (jot  no  e^q^onaea  back  whatever  in  cash, 


and  ho  stiid 


[ATTACHMENT] 


C  ) 


in  porfioniil  iinfl  bustneoR  mattoi-M  .mm  , 

OKI.  .,.llliiaml  had  loft  his  previous 

occupation  in  the  wnploy  of  the  bcu  To]  e,- v  o 

.Xi  ■loj.ej.i.one  Ooi-ipuny  to  oono 

•Ktl,  ™.  ThiR  v,aR  at  n,y  ro,p:o«t  and  upon  ,ny  pronioin,]  M.n  tV-at  ' 

B„,.v.no  be  would  fof  t,.,  no.t  five  yo.-R  at  least  os' 

''-.oh  aa  !n  vmy  tt.on  »;otiin,:.  Ho  n,m>  wit],  n,o 

.a;o.  r..nuni,  tl  oao  r.hroo  yc,.a<s  up  u>  tbe  .,„„o  ^nd -up  w  the 

Of  this  into.iow  ho  had  ho.  onttroly  asaoeiatod  with-.e. 

his  entire  time  ,^d  attention  to  ny  „uut,,o..-„  and  aotin;,  as 

mi  rriend.  husinoBR  advisor  and  ,.:„nt  in  husinosR.  tranaactiona. 

H--’  -q--oaentod  mo  in  t^a  connection  Jointly  with  Tomlins,  and 

'il.  this  intorviow  they  wore  Mtlru..  . 

«B  my  a/jeits  and  ropoi'tod  to 

mch.  (Ulliland  and  Tomlinson  v/om  a]  ,n  intimatoly  con- 
nof.tod  throu,?h  thoij-  mutu,d.  interost  in  c®.  af fai i-r  and  ai.rua,,;!, 

-cpj  o.,onUn^  mo  Joj.ntly  in  hisinn..,,,i  mattor».  i>,  • 

I>ro.ioaR  hURinoRR  trannactionR.  notably  in  the  ToLn.-a  k 

Co.  tiMij  );n(}  jointly  acted  for  nm  in  a  Himilar  v/j,..  tii  < 

view  the  .^^oHtion  of  my  phonovrraph  faetory  and  ,.,  •''^0  .  r 

....  .uu„„  .0  4,  „ 

mono  was  prepared  centainin,r  my  viowa  ..a  t  ,  , 

B  end  .;hat  I  should'  Insist 

As  I  have  stated.  1  at  fii-nt  , 

ofiiRod  to  sfsll,  hut  after  the iJ- 

aivpuns  with  me  ibr  r,n  hoiu-  nr  two  I  nt  i  . 

°  t  et  last  oonsfintod  to  make  a 

memo.-  containing  my  views  ai«ut  en+  .m  . 

views  ai»ut  dotallB  and  authorisjad-  tUm.  still. 


[ATTACHMENT] 


uotiir;  as  pi;.'  uf'onto  to  aoo  if  iho  'y.iyor  would  oonaont.  to  thaso 
details.  I  roriombei'  that  when  th.oy  wore  fiiv^uin/j  with  nio  to  ind^oc 
mo  to  oonsont,  that  at  one  time  X  •tiu''iod  and  abmptly  roitiaod  to 
anil  and  that  thernupon  thoy  sncmod  I'roatly  do,1ooted  as  shOT/n  hJf 
tl;C'ir  oxpj'ossion.  I  used  thcao  woi’rto:  "hTiy  do  you  insist  on  this 
"so  Htj’nnf'ly  a,',>;ainBt  in;.'  wishon?  "hat  motivo  have  you?  I  ^yid^ 
''liippino ott  hud  never  boon  ly>rn.  ThJia  has  distui’bod  all  my  plans 
"and  t.hJ'own  no  all  out."  They  then  nilUort  with  f.reah  fcuv'nmonts 

until  I  oiinsontod  to  puilto  a  memo..  I  Bt.utod  to  r.  hfim  1  did  not" 

vmnt  tho  pi))i(iy  so  "rtliay  should  i  snll.  "Simple  intovost"  on  half  a 
"•!illion  dollaCB  will  ijrinii  rm  only  :>iif),oriO  u  year,  ontV  in  tiio-  ; 
“(jenori.i  norfS'ihln  in  this  businOMa  1  vri  k>.u"0  to  mnl-.o  "that  snyvay.  " 
X  V/J.11  horn  add  that  Tapp  ivnjd  1 1  uftnnviu-dn  told  mo’  thtat 
Tomlinson  told  him  thiit  I  stated  I  did  not  neod  tho  money  and  that 
this  was  tl.e  reason  why  Jic  (Lipp  innott )  altored  Viis  ofX'Oi’  fi^m  one 
of  eaiifi  to  ono  o  f  t  Ime  payments.  „ 

Vhen  wo  parted  thoy  stated  th.ey  Tjould  tako  tlie  momd’  and  boo 
Lippinoott  and  soo  wlmt  tlioy  oouXd  do.  (t'ind  out  fiom  tf>mo  ono 
about  th.o  illness  o f  I.ipp  inoo tt '  a  child  oHusire;  posiponomont  of 
nCf'ot  intions ).  .  ... 

TVio  next  t'lin,';  t)iat  nocurrod  was  on  the  ovoninj;  rtf’ 'tho  Wth 
of  .Tune  when  Tomlinson  and  'iilliland  oamo  out  with  a  modified 
memo;  and  stated  that  was  the  host' liipp  inoo  tt  could  'do.  -  'I  looked' 


[ATTACHMENT] 


'Phoy  liliut.  Iiiiiirincotti  would  niOto  nn  ncrcomont  in  acooi’danoo 

Vit.Vi  Viis  mnmo.  and  t!ie  tliini'  oould  >:n  nlfisod  rif'lit.  uji .  I  fit,tit,od 
"T’.  oro  aro  (scimo  nnro  I  wont,  rti'roo  t.o  mjmlf  but  sAppOBO 

"iou  I'.oi’o  t(i-nir;'!t  and  v/o  will  /'Ot  up  a  aontmrjt,  and  r,o  o-ro^' 

"and  )a-CHOnt  it  lo  Tiippincott  &ii  a  baaia  to  ru'^'UO  on.  “  ■  So  t/o  sut 

:0  ,v.U  ninlit  and  dnow  up  a  (jontniot  and  in  tho  mni’ninR  uo  wfjnt  in 
to  niu'olaii  fjtrooTi  no  tlio  n  ffio  o  of  Mn.  Mpp  In  no  tt.  j  rontly  to  anruo 
OUT,  tin  points  of  the  nontnaot  so  ns  i'v.  I. ipp  inoott '  s  attorney 
ooi’.ld  draw  u];  a  final,  nentruot. 

'•r,  Lippinooti  took  th.o  r ou;;!;  oTKitraot,  read  it  over,  did  not 
oh.inoT,  1,0  any  of  tho  points,  planod  the  n^jintraot  on  t>ro  table  and 

h  u'd.od  mo  tho  jicn  to  Hi,fn  and  I  was  voj-.v  pm  oh  ar.toniBhod  tViut  ho 

sViould  fjonsidOi"  tl  at  tho  finfj.  coritrant  'and  not  rofei'  it  to  his 
at„ori!Oi  to  have  it  forptiHy  rtrawn  up.  >Io  soonod  to  'tO  vory 
un;.;.LoUf;  th’iri,  it  should  I30  nlosod  im,notUut<;ly.  I  did  not.  boo  Tn:/ 
otror  noiitriiu  t  •■jirinod  bosidoi;  mine  tluit  morniw'  at  J.ipi^inco  tt  '  n 
ofllco.  if  t’o  'Ulliland  nontrant  v/us 'BJ-iuiod  tt  on  I  did  not  • 
know  of  it.  I  did  not  knov,-  tlioy  hud  dr  aim  up  that  eontmot  the 
niiyhr.  obforo  and  did  not  then  know  ttiat  Hr.  Tato  had  copied  it. 

I  saw  '.ritin!'  fioing  on  at  hipp inoott 's  offioo  tViat  mniTiinf;  and  saw 
TomlintDn  writing  but  did  not  know  w)iat  it  was  nor  did  it  aw^Aon 
any  cui'ioaity  oj-  susi'icion  on  my  port.  My  prosent  irtproBtiion -is 
that  this  waa  t5io  firat  timo  I  ovor  saw  Hr.  hippincoft  but  will 
refresh  my  memory  on  tfdg  point.  1  left  Lipp  inodtt  •  s  of  fi oe 

'fomlxnson  and  '.riHilarxi  wore  with  mo.  tVo  all  loft  tocether.  'I 


[ATTACHMENT] 
(  7  ) 


at.m't.od  foi-  homo.  Tomlinson  noid  !•«  l;f\d  *,o  !;o  T,o  hinoffioo  tind 
X  (V)  not,  i-oniomlVJi-  wliot  'rilli land  did. 

V.il:e!n  they  wore  tri-irv;  to  iioi-suado  mo  to  cjonsont  to  thn  ,.jalo, 
'i'omlina'on  mid  that  ho  j<now  it  vovild  tj®  mono  money  in  iiia  yoohot 
T.ho  sale  wero  not  made,  bnt  that  a  bind  in  tho  t.and  wao  wm-th  ' 
f.vo  in  the  btiah,  and  thiA  tio  tl  oit'jhT.  piy  intonost  was  in  ofmotlnc' 
o  Kfilo,  j!o  nr;red  t)«  sfAo  on  mo,  ho  said,  an  loly  hobauso  it, 
v.ould  boi-iofit  mo.  I  iiiinii  ho  stated  it  v«nld  .in.luj-G  him  iioi-ao- 


U.o  nf-.y.t  thin/:  afton  this  Tomlinson  and  fij,oijf;ht 

r^ihhi’ioott  ovon,  .showed  him  tl  o  .T.ftbnratory  and  tho  lUotnry.  ’'.hi: 
in  U  0  Jabfiij-i  U)Pilj.nRf>n  too]-  t.)0  to  ono  si  do  and  explained  to  no 
th.d,  Vo  h.ad  done  a  :/nat  do.ol  np  h,.nl  v,nnK  in  this  connoo  tion' an< 
ticin  t  h..vo  maof:  stooh  .on.';  wonldn't  nid;o  pinch  Pi.nnoy  fctd  'asked  mo 
If  I  wouldn’t  m;jkn  him  an  fillowunco.  1  ,«ad,  "Jioty  much  do  yow ' 
"tV.lnk  yon  to  havo  To.pUn.snn?  -  .Me  said  ax  or  sovon  thon^ 

Hand  dolliu-ti.  I  .said  if  i>>oj-yti,int';  oomos  out  all  rifjht-  I  win 
alltiw  you  tlmt  (Pix  data  vd.nn  thoy  cuiiio  out). 

I  do  not  i-omopibor  sooin-;  'Tomlinson  Jif  ter  th'at 'ijut  (Villilnnd 
about  the  tilth  or  ,iith  of  ,Tuly  came  over  and  reprosonfod  to  mo 
that- -as  ttio  deal  w.is  now  clonod  and  he  could  not  koop  ticents  off 
any  loncor  and  was  afraid  to  moot  _t),em  as  ho  had  made  rtany  pro- 
nxHOn  arid  they  would  m/iko  it  un.boarnblo  for  i;im,  arid  stated  ho 
would  like  to  fio  to  Rtropo  until  the  thirtg  bletf  ovor;  -I  asked  hi 
how  soon,  no  said  as  soon  as  Vie  could  ,,ot  ready.  l’  said,  if  you 


[ATTACHMENT] 


(  8  ) 


>,  oiAn  /;oTJ  ro,-T7v  t  n  _  • 

•'•r(.v  T,o  ,jo  within  thrf’n  n " 

V>  on  tl:o  first  I  ...  .=  ' 

•oo^  .rctl  -a  noto  Oi-  u  tnl  o 

f’.Ci  c  jiild  not  «  filar. in,- 

;,0T.  j.aaHa.v'o  uy  the  fir-,  arv7  .v 

1  -U  ii  Off  until  tho  .P0,a.th'  •  nO 
Tilhht  tho  (ijiji aj'iituti  v/aa  x't^urJv  nn  ■■> 

te...  ,.  .  ■  •■  ima- 

„  ""  ■•■■■ 

"1-  :t„»  ..irmr . . . "" 

•  i  1i)st,  mjhnit, tod  l.ii  nr  n 
'-■■.d  boon  rrofarori 
dofoo.that 

P-P-.y  7-00  ...in,  thorofor  only":'!^’  - 

in  infit.-air,o,.,ta.  f  .  ,/ 

.'''"'’’^’•nann  that  if  X  ti.us  sur- 

no7,rrorod  Ovo^-y  t.hi,.^ 

frriJ.od  to  boon  his  buyo>  ;thOn 

law  suit  but  a 

«"'’'-nld  havo  j  urtod  With  ,ii  .  , 

and  t  lod  up  r>.y  fa,-  ^  pnoporty 

. . «o.. 

.n  „  "  W  to  M  a-t„„tv.« 

-»-■■  »•  ...■  ...otooo  „„  „ 2'  7"°"  " 


[ATTACHMENT] 


>  t,ho  linos  oftorvjiuTln  inani-tod  in  tt-o  c '^lirnot,. 

nop)ft  otl;oi'  o!:iU'i{;C!i:  ’vfi.'s  hiivo  boon  riartn  ijy  pvo  vMiidh  I  di.in  hotter 
ro  00,11  v/lion  i  rnl'rosh  ny  !!iw.n.Pi  hy  fiooinr,  tho  piowo.  I  fln  not 

.'.-low  vii;(U'o  are.  I  tidnk  thoy  arc  'in  r-ijo  httnclo  of  !i!'.  Topil  In- 

.-■on.  171;  qt  wo  wi^v,  to -J.ii.i' incott  ’  s  offico  next  clay  I  was  fJirpriaod 

t.o  .000  iiow  ho  tr6;a.od  this  now  oontn^jt  oont  (jininu  those  t%TO"tiov; 
aiMOTulpioTitK.  i;o  moroly  (>;lanc!0d  over  th.o  ofmT.i-aot,  fijpojco  tv,  ino 
uhoUT,  tho  now  pi-ovision  touoliinu  tlio  MopionT/ay  fjtooh  and  fuikeri  no 

1.1  1  ta'.-onci  T,r>  ri'Jli^for  it.,  •.Y};orairon  I  otutod  Ho,  I  would  not 

iii'foo  to  do], Ivor  it,  bur.  would  make  an  all owanijo  as  atatori  in  tho 
(sontraot.  Tliat  w.aa  all  ho  MKhod  nhont  th  O'  oontrao  t.  'I  -.vao  prony' 
muoh  airprisod;  and  t. i  nn  v/it?;out  fiirthor  (U«ou88.lon  and  v/ithoirt.-  - 
i  0.101  i'j.n;;  t,ho  ri£itT,or  to  Jiifs  attoi'noy  ,  and  no  attomny  boini^  pro- 
soift  on  liiii  part,  iio  took  t!'.o  pen,  ofj'crod  it  to  no,  and  'artor  I  • 

!uul  si'i'nod,  I'.o  Hi<;nod  tho  oonti-act  hip,;jOlf. 

I  did  not  aiipposo  the  oontract  would  ho  ai'cjncd  that-  day  ,  tso- 


(iurao  i  tl;ou);ht  lio  v/onld  roijui 
tho  oVianvoa  i  had  n.-ide. 


ionsidor  and  oo'n'tu'lt  about 


9!-  1°  phonograph,  ’"'(I 


c3.,  f')xJ?jP 

ONOGRAPH.  |1 


THE  FIRST  PAPER,  marked  (a).,  Is  a  contract  bietween  THOMAS  A.  EDI¬ 
SON  and  OLIVER  D.  RUSSELL,  wherein  the  fomer  grants  to  the  latter  the  sole 
right  of  making  phonographs  to  be  used  for  toy  purposes.  This  paper  Is  re¬ 
corded  In  the  Patent  Office.  It  contains  also  an  addition,  likewise  recorded, 

making  CHARLES  B.  HARRIS  a  party  to  the  contract  with  0.  D.  RUSSELL.  Upon  the 
last  page  Is  a  note.,  signed  by  RUSSELL,  dated  November  17th.,  1880,  transferring 
for  the  consideration  of  the  sum  of  ll;250..,  his  entire  Interest  In  this  contract 
to  HILEORNE  L.  ROOSEVELT, 

THE  SECOND  PAPER,  marked  d).,  ,1s  a  duplicate  of  the  above,  but  ' 
merely  a  copy. 


third  paper,  marked  ©.,  Is  an  agreement  between  RUSSELL  and 
HARRIS  to  enter  Into  partnership  In  the  rights  conferred  by  EDISON  to  RUSSELL. 
This  paper  contains  a  note  signed  by  RUSSELL  and  HARRIS,  dated  October  16th., 
1878,  entirely  nullifying  the  agreement.  The  agreement  was  recorded  In  the 
Patent  Office  when  orlglnany_ffiade.,_and_also  subsequently  to  Its  nullification. 


THE  FOURTH  PAPER,  marked  Is  an  agreement  made  December  Icth, 
878,  between  OLIVER  D.  RUSSELL  and  HILBORNE  L.  ROOSEVELT,  In  which  RUSSELL 
for  certain  conslcsratlon  transfers  to  ROOSEVELT  one-half  of  his  Interest  In 
his  contract  with  EDISON  dated  January  7th,  1878.  ' 


THE  FIFTH  PAPER,  marked  (e)., 
CHARLES  B.  HARRIS  to  0.  D.  RUSSELL  of  hi; 
January  7th,  1878. 


Is  a  transfer  for  consideration  by 
entire  share  In  the  contract  of 


EORNHl  L. 
tract. 


THE  SIXTH  PAPER,  marked  Is  i 
ROOSEVELT  of  a  sixteenth  part  of  hi; 


transfer  by  0.  D.  RUSSELL  to  HIL- 
Interest  In  the  phonograph  con- 


RUSSELl  of  EDISON'S  consent  to  the  sale  by 

SELL  of  a  half  Interest  in_hls  contract  to  ROOSEVELT. 

THE  EIGHTH  PAPER,  marked  ®.,  is  a  preliminary  letter  from  EDISON 
to  ROOSEVELT  upon  the  subject_of  the  last_mentloned  .paper! 

THE  NINTH  PAPER,  marked  ©.,  is  a  letter  from,  EDISON  in  reply  to 

on  cZ  -1-  Z  I,  businesa,  marked  no.  S, 

RUSSEL  Ihe’bll  EDISON  for  an  authorisation  to  buy  from  0.  D. 

leZ!  I,  Fhonograph  contract.  EDISON'S 

letter  gives  his  consent  to  the  same. 


Besides  these  papers,  there  are  e 


NOTE.,  a  RECEIPT.,  and  an  illegible 


KEK^  OF  PAPERS  RELATING  TO,  THE  TOY  PHONOGRAPH.,  2. 

LETTER  PRESS  COPY  of  a  letter  from  ROOSEVELT  to  RUSSELL. 

THE  PAPERS  MARKED  (k).,  are' an  agreement  between  HOLI.INGSHEAD  and 
ROOSEVELT  in  relation  to  the  manufacture  of  toy  phonographs. 

The  ORIGINAL  CONTRACT  above  mentioned  grants  to  RUSSELL  for  a  con-' 
sideratlon  the  exclusive  right  and  license  to  manufacture  and  sell  In  the  United 
States  a  series  of  articles  enumerated,  which  might  be  generlcally  termed  as 
covering  all  application  of  phonograph  to  toys.  •  The  license  and  right  and 
contract  are  continued  for  a  .period  of  five  years  from,  date  subject  to  the 
provision  that  RUSSELL  should  Invest  sufficient  capital  at  onoeln  the  business, 
and 'use  due  diligence  to  establish  a  permanent  business.,  making  returns  on  the 
fifteenth  day  of  every  menth.,  and  at  the  same  time  to  pay  EDISON  ten  per  cent' 
upon  the  selling  price  of  all  the  articles  made.,  sold,  or  delivered  during  that 
time.  Certain  other  rights  are  also  granted  to  RUSSELL,  entering  Into  details 
of  the  business.  It  Is  then  provided  that,ln  case  RUSSELL  falls  to  make  re¬ 
turns.,  or  to  pay  moneys  when  due.,  or  if  the  total  sum  paid  EDISON  on  account 
of  royalty  shall  be  less  than  SIX  THOUSAND  DOLLARS  each  and  every  year,  com¬ 
mencing,  six  months  from  the  date  hereof,  then  EDISON  shall  have  the  right  to 
terminate  this  agreement.,  and  It  shall  become  void  upon  giving  three  months' 
previous  notice  In  writing.  Further  .provision  Is  made  that  at  the  option  of 
RUSSELL,  this  contract  may  be  extended  from  year  to  year  during  the  existence 

of  the  said  patent,  all  provisions  of  the  contract  having  teen  carried  out  In 
good  faith,  and  the  royalties  paid  EDISON  not  having  been  less  than  SIX  THOUSAND 
DOLLARS  in  the  year  previous  to  Its  term.Inatlon .  ■  RUSSELL  may  not  transfer  this 
license  to  any  other  party.,  or  grant  privileges  under  it  without  the  consent  of 
EDISON  in  writing!  but  said  rights  may  pass  to  the  heirs  or  executors  of  RUSSELL 
upon  the  conditions  herein  contained.  The  contract  is  signed  by  THOMAS  A.  EDISON, 
and  OLIVER  D.' RUSSELL,  and  witnessed  by  J.  G.  MOODY  and  J.  JANES. 


Prom  looldng  over  all  of  the  .pierB  which  I 
wlthjreferenoe  to  the  toy  iphono graph 'oon tract,  it  would 
rlghi  to  manufacture  was  fully  conferred  upon  HII, BORNE  L 
given  to  him  exclusively  under  the  various  transfers  of 
•between  RUSSELL  and  EDISOMi  but,  as  that  contract  was  to 
newed  within  five  years  from  data,  I  fall  to  see  how  any 
upon  it.  There  was  no  breach  of  contract  by  failure  to 
DOLLARS  royalty  per  annum,  as  that  right  was  distinctly 
can  find  no  paper  or  record  of  a  renewal  of  the  contract 
tlrely  into  the  hands  of  HILEORNE  L.  ROOSEVELT. 


have  in  my  .possession 
seem  to  me  that  the 
I.  ROOSEVELT.,  and 
the  original  agreement 
expire  unless  re¬ 
claims  could  be  made 
pay  SIX  THOUSAND 
waived  by  EDISON.  I 
after  It  passed  en- 


[REDUCTION  RATIO  =  16:1] 


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[REDUCTION  RATIO  =  16:1]  ^ 


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/FTf,  ..^^'..yiyuj'y .y^eyii-fyy2y<^  ^rt-fzy 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


I  ^3,3 


AGREEMENT 


c 

Thi-  Edison  Speaking  Phonograph  Coaipany 


The  North  American  Phonograph  Company, 


OCTOBER  lO,  1888. 

G  ~ 

^Itls  gi-aVCClHCUt  made  tlio  10th  day  of  Octobor, 
1888,  by  and  betwoou  The  Edison  Speakino  PiioNoaiiAiMi 
Company,  a  coiporation  liorotofoio  organized  under  the  laws 
of  the  State  of  Connoctioiit,  party  of  the  first  part,  and  The 
Noiith  Ameiiioan  PnoNooiiAPii  Company,  a  corporation  duly 
organized  under  the  laws  of  the  State  of  New  Jei-soy,  party- 
of  the  second  part, 

tl'Uiiesnelh  : 

G-  Whbueas,  The  party  of  the  second  part  is  engaged  in  the 

business  of  exploiting  what  is  known  as  tiie  Phonograph  and 
what  is  kuoivn  ns  the  Phonograpli-Graphophono  under  cer¬ 
tain  rights  whieh  it  has  obtained  through  ngreenieuts  with 
the  Edison  Phonograph  Company,  Thomas  Alva  Edison, 
the  Edison  Pliouograph  Works,  and  Jesse  H.  Lippinoott, 


[FROM  -MR.  EDISON’S  PHONOGRAPH  CONTRACTS,  "  CAT.  1402] 


8olu  liceiiseo  of  Thu  Amoi'icim  (Imphophoiiu  Conipniiy,  anil 
otliorwiso;  and 

■WiiEiiKAS,  Tho  party  of  tlio  lirst  part  nndor  and  by  virtuo 
of  oortnin  agroomont  or  agroomunts  relative  to  tho  Phoiio- 
gi’aph  made  between  itself  and  Thomas  Alva  Edison,  and 
otherwise  elaiins  to  have  oortnin  rights  in  rospoot  to  tho 
patents  under  whioh  the  party  of  tho  second  part  desires  to 
opornto  its  bnsiuess  and  which  rights  it  might  for  any  reason 
bo  olaimcd  tho  party  of  tho  second  part  would  infringe  by 
reason  of  authorising  tho  using  or  dealing  in  said  instrii- 
nionts,  and 

WiiEnuAS,  Tho_^^tropolitaii  Phonograph  Coiiiiianv  is  a 
corporation  organized  under  fl7o  laws  of  the  State  of  Now 
York  for  the  purpose,  among  other  things,  of  exploiting 
Phoiiogriiphs  and  Phonogrnph-Graphophonos  within  tho 


IJOlU,  thevefove,  the  parties  hereto  1 
follows  : 

PinsT :  Tho  party  of  tho  Krst  part  hereby  lii 
izos  and  empowers  the  party  of  tho  second 
unto  tho  Metropolitan  Phonograph  Oompaii 
England  Phonograph  Company,  and  each  of 
absolute  power,  right  and  authority  to  use  any 
(  .1  tions  or  applianoos  of  any  kind  or  dosoriptioii 
or  pertaining  to  the  Phonograph,  Graphoph 
graph-Graphophoiie  and  any  and  all  apiilic 
instrumonts,  or  either  of  them,  which  now  are 
after  bo  covered  by  any  patent  or  patents  o 
trolled  by  tho  party  of  tho  first  part,  or  wliiel 
lime  hereafter  be  ehuinod  as  iiu  nifringomoi 
tho  rights  of  the  party  of  the  flrat  part  for-  in: 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS, "  CAT.  1402] 


.Tiimmry  iincl  July  in  oiicli  your,  for  nil  instrumonts  so  niiuiu- 
fnuturocl  and  sold  or  ^unscd  and  of  u’liiuh  returns  Iinvo  boon 
niado  as  aforesaid,  nr  aro  hereby  agreed  so  tn  bo. 

.Vouhtii.  The  [jnrty  of  the  second  part  further  agrees 
that  it  will  well  and  truly  pay  or  cause  to  bo  paid  to  Thoiiias 
Alva  Edison  or  his  assigns  2U%  of  the  aetunl  soiling  price  of 
all  apparatus  or  articles  or  instruments  made,  sold  or  deliv¬ 
ered  as  aforesaid  so  far  ns  sueh  payments  shall  be  lawfully  (Q 
required  to  bo  made  in  order  to  comply  with  the  provision 
in  respeet  thereto  contained  in  the  agrcoinont  dated  Janunry 
30,  1878,  between  Thomas  A.  Edison,  Oardiner  G.  Hubbard 
and  others  and  will  iiidomnify  and  hold  harmless  the  partv 
of  the  first  part  from  any  and  all  olaims  or  domniids  of  said 
Edison,  his  roprosontativos  or  assigns,  by  reason  of  said 
provision. 

7h  wiliwss  wharcnf,  the  parties  hereto  have  caused  their 
respective  corporate  seals  to  bo  hereto  aOixod  and  attested 
by  their  proper  otlicors  the  day  and  year  first  above  written. 

TiIK  EdIHOX  Sl’E.VKINO  PlIONOOllAI’ir  Co., 

By  OlIAS.  A.  ClIEEVEll, 

lsEAr,.J  Pres. 


Attest : 

HoilEliT  J.  OUJUNINQS, 

Assistant  Secretary. 

The  Noirrii  Amehican  Pho.nogiiai’H  Co., 

By  Jesse  H.  IjIItinco’it, 

[SEAL.]  Brest. 

Attest : 

Geo.  H.  Eitewieson,  ^ 


o 


[25103] 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Resolutions  of  Board  of  Directors 


Edison  Phonografh  Company. 

OOTOBi^24.  1888. 


c 


Uesolveil,  That  the  execution  by  the  President  of  this 
Company  of  a  certain  agreement  dated  July  17th,  1888  be¬ 
tween  Tliomas  A.  Edison  and  tho  Edison  Plionograph  Com¬ 
pany,  providing  for  certain  modilications  in  tlio  agreement 
between  the  same  parties  bearing  date  28th  day  of  October 
188(11101-0  particularly  referred  to  in  tho  said  airoemoiit,  be 
and  lioioby  IS  ratified,  aniriiied  and  approved;  and  bo  it 


Resolved,  That’  tho  execution  by  tho  President  of  this 

l^th,  1888,  between  Thomas  A.  Edison,  tho  Edison  Phono¬ 
graph  Company,  tho  Edison  PhonograplT Works,  The  North 
American  Phonograph  Company  and  Jesse  H.  Lippincott 
granting  a  eortain  license  to  the  Metiopolitan  Phonograph 
Company  and  tho  New  England  Phonograph  Company,  all 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT. 


I  ‘r  ^ 


2 


of  wliioii  will  moro  fully  iippoai'  in  tlio  said 
ment,  lie  and  hereby  is  ratified,  afiirined  and 
be  it  further 


lioenso  agroe- 
approvod;  and 


Jiosolved,  That  the  notion  of  the  Seoretary  of  this  Com-  • 
pany  in  aflixing  its  eorporato  seal  to  the  aforesaid  twoagree- 
men  s  be  also  approved,  and  that  a  copy  of  the  said  agree¬ 
ments  be  recorded  by  the  Secretary  ns  a  part  of  the  minutes 
of  this  meeting. 


I  hereby  eertity  the  above  to  bo  a  true  and  oorreet  eoiiy  of 
resolutions  passed  this  day  at  a  spooinl  mooting  of  the  Board 
of  Directors  of  the  Edison  Phonograph  Coinpnnr. 

Orange,  N.  J.,  October  24th,  1888. 

A.  0.  Tate, 

[l.  s.]  Socrolnry. 


o 


1402] 


[2501)5] 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Resolutions  oe  Board  of  Directors 


C 


Edison  Phonograph  Works. 


€ 

llcsolval,  That  the  raMutipn  by  the  Prosicloiit  of  this  Coni- 
pany  oU  qert^n  ngmeiiiont  .lated  August  Ist.  1888,  betiveon  | 

The  Noitli  Ainoiieaia’honogirij)!!  Cbmpauy,  Jos.sb  H.  Lip-  I 

piiicolt  mu]  tlio  Edison  Piionogiapli  Works,  reiating  to  tiio  ; 

mauufaotiiio  of  Piionogiapiis  iiioro  particuiariy  referred  to  in 
the  said  agreonioiit,  bo  aud  hereby  is  ratiliod.  affirmed  mid 
approved ;  and  bo  it  furtiior  ' 

Uosolvcd,  That  tiio  oxecntionby  tiio  President  of  tiiis  Com- 
puny  ot  a  uortain  agroomont  dated  October  lOth,  1888, 

^  boiween  Thomas  A.  Edison.  Jesse  H.  Lippinoott,  Tiio  Nortii 
Auimioaii  Plionograpii  Company  and  the  Edison  Piiono- 
graph  Works,  providing  for  certain  changes  in  certain  out¬ 
standing  contracts  dated  August  1st,  1888,  more  partiiuiariy  | 

referred  to  in  the  said  agroomont,  bo  and  iieroby  is  ratified, 
affirmed  and  approved ;  and  be  it  further  ,  •  ’ 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


liesolvetl,  Tlmt  tlio  oxocntion  by  tho  i^rosidoiit  of  this  oom- 
piuiy  of  ft  ooi'tftin  ogreoinont  of  liconse,  tktocl  Octobor  12tb, 

1888,  betwoBii  Thomas  A.  Edison,  the  Edison  Plionogroph 
Company,  tlio  Edison  Plionograpli  Woi'ks,  Tho  Nortli 
Amononn  Phoiiogmph  Company  and  Josso  H.  Lippinoott, 
granting  a  oortain  lioonso  to  tho  Motropolitan  Phonograp]! 
Company  and  tho  Now  England  Plionograpli  Companj’,  all 
of  whioh  will  more  fully  appoar  in  tho  said  lioonso  agroo-  ( 
inout,  bo  and  horoby  is  ratifiod,  alTirmod  and  approved ;  and 
bo  it  fnrthor 

Resolved,  That  tho  action  of  tho  Soorotary  of  this  Com¬ 
pany  in  affixing  its  oorporato  seal  to  tho  aforesaid  throo 
agroomonts  bo  also  approved,  and  that  a  copy  of  tho  said 
agroomonts  bo  rooordod  by  tho  Soorotary  as  a  part  of  tho 
minutes  of  this  mooting. 


I  horoby  certify  the  above  to  be  a  true  and  correct  copy  ff)  . 

of  rosoliitioiis  passed  this  day  at  a  special  mooting  of  tho  ” 
Board  of  Directors  of  tho  Edison  Phonograph  AVorlts. 

Orange,  N,  J.,  October  24, 1888. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


agreement. 


Jesse  H.  Lippincott, 

The  North  American  Phonograph  Company 


Thomas  A.  Edison. 

C 

OCTOBER  30,  1888. 


^(Jl'CCIUCUt  inado  tliis  30th  day  of  Ootobor,  1888,  be¬ 
tween  Jessi;  H.  LiiTiNcorj',  The  Noiitii  Ajibiuoan  Phono- 
GiiArij  Cojii’ANy,  lieroinaftor  called  the  Company,  and 
Thomas  A.  Edison. 

AVnEHEAS  Mr.  Lippinoott  is  indebted  to  Mr.  Edison  to  the 
,  amount  of  8175,000.,  as  evidenced  by  his  two  certain  promis- 
'  -  sory  notes  dated  September  28, 1888,  for  887,600.  each,  pay¬ 

able  respectively  November  1,  1888,  and  December  1,  1888;  ' 


■Wheheas  Mr.  Lippincott  desires  to  proomo  from  Mr.  Edi- 
in  an  o.\tonsion  of  time  within  which  to  pay  the  said  debt. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


and  the  said  Comijauy  is  also  desirous  in  oonsoquoiieo  of 
oortain  existing  avruiigonioiits  between  itself  and  Mr.  Lippin- 
oott,  that  the  said  extension  should  bo  granted  ;  and 

Wheueab  Mr.  Edison  is  willing  to  extend  the  time  for 
payment,  but  on  the  terms  and  conditions  lioroiiiaftor  set 
forth ; 

tltCVCfcH'C,  in  oonsidoration  of  the  premises  { 
and  of  the  sum  of  One  Dollar  in  liiind  paid  by  eaoh  of  the 
parties  hereto  to  the  others,  the  receipt  whereof  is  horohy 
aolcnowlodgod,  it  is  agreed  as  follows,  tliat  is  to  say  : 

Eiiisi' :  Eeforring  to  a  certain  purposed  puroliaso  of  wlmt  is 
known  ns  the  Honioiiway  stock,  for  $22,600.,  Mr.  Edison  is 
hereby  released  from  any  and  all  obligations  to  purclniso  the  1 
said  stock,  and  Mr.  Edison  lioroby  consents  that  Mr.  Lip- 
piiicott’s  indebtedness  may  bo  reduced  by  that  amount,  that 
is  to  say  from  $175,000.  to  $162,500.,  at  wliioli  latter  amount 
tlio  said  debt  is  now  stated  and  fixed.  | 

Sroond  ;  Mr.  Edison  agrees  to  extend  the  iniymont  of  the  ' 
said  $152,500.  as  follows  ;  to  wit ;  $.13,750.  to  bo  paid  Jan. 

5, 1889 ;  $43,750.  to  ho  paid  Feb.  1, 1880  ;  and  $05,000.  to 
bo  paid  Mar.  1, 1889.  The  said  three  payments  are  to  bo 
evidenced  by  three  certain  promissory  notes  bearing  interest,  ' 
ns  may  bo  agreed  upon,  at  the  rate  of  six  per  centum  per  itn-  I : 

inim,  to  bo  drawn  by  Mr.  Lippiiicott  and  endorsed  by  the  | , 

said  Company,  and  to  bo  delivered  to  Mr.  Edison  at  the  || 

time  of  the  execution  of  this  agreement,  the  receipt  whereof  I! 

being  hereby  ackiiowlodgod  by  him.  Mr.  Lippiiicott,  how-  ii 

over,  shall  have  tlio  right  to  pay  any  and  all  of  the  said  notes  1  1 

before  maturity,  should  ho  desire  to  do  so.  ij  j 

Tiiiiid  :  Mr.  Lippiiicott  having  delivered  to  Mr.  Edison  ll 
11,850  shares  of  stock  in  the  Edison  Plionogi'aph  Company  PI 
ns  security  for  tlio  payment  of  Mr.  Lippincott’s  aforesaid  | 


throe  promissory  iio^os  now  given  by  him  to  Mr.  Edison  ns 
above  provided  for,  the  receipt  of  which  shares  of  stock  Mr. 
Edison  hereby  noknowlodgos,  it  is  agreed  tliat  Mr.  Edison 
shall  hold  this  stock  ns  security  for  tlio  paymoiit  of  the  said 
tliroo  notes,  witli  full  voting  powor  thereon,  and  that  in  the 
event  of  default  in  payment  of  any  of  the  said  throe  notes, 
Jlr.  Edison  shall  have  the  right  to  realize  upon  the  said  se- 
Q  curify  by  selling  the  sniiio  at  either  public  or  private  sale  ns 
lie  may  think  best,  and  after  deducting  from  the  proceeds 
the  amount  of  Mr.  Lippiiicott’s  iiidobtodness  to  him  as 
lieroin  provided  for,  simll  account  to  Mr.  Lippiiicott  for  any 
surplus,  if  tiny,  ronminiiig  over. 


C 


Fouirni :  Mr.  Li])pincott  hereby  agrees  that  upon  tlie  exe¬ 
cution  of  this  iiistriimont  by  Mr.  Edison,  he  will  hand  to  the 
said  Edison  a  cortilicato  of  fully  paid  stock  of  the  said  North 
Aniorican  Phonograiih  Co.,  in  tlio  nnmo  of  Mr.  Edison,  to 
the  amount  of  li,100  shares  thereof,  $910,000.  par  value,  and 
Mr.  Edison  homby  acknowledges  receipt  of  said  cei  tilicato, 
to  wit,  cortilicato  No.  29,  dated  October  30,  1888,  for  0,100 
shares,  drawn  in  the  name  of  tho  said  Edison. 

Fimii  :  It  is  agreed  that  Mr.  Edison  receives  the  aforesaid 
stock  on  the  following  coiulitions,  to  wit: 

00  It  is  tho  intention  of  Mr.  Lippiiicott  to  publicly 
offer  for  sale  at  an  early  date  enough  of  the  stock  of  tho 
said  Company  to  realize  in  cash  from  tho  sale  thereof 
the  sum  of  at  least  $1,000,000.,  before  May  1,  1889. 

(1>J  Mr.  Lippiiicott  has  not  yet  decided  at  what  price 
^  ho  will  offer  the  said  stock  to  the  public  as  aforesaid, 

’  but  it  is  assumed  for  tho  purposes  of  this  ngreomeiit  that 
tho  price  will  not  bo  less  tliau  $25.  per  share. 

C cj  If  tho  said  stock  is  not  offered  to  the  public  in 
tho  ordinary  and  customary  maiiuor  in  wliat  is  known 
as  bringing  out  companies,  prior  to  May  1,  1889,  or  if 
prior  to  that  date  tho  said  stock  is  offered  to  the  piiblio 
as  aforesaid  at  a  less  average  price  than  $26.  per  share. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


'KW 


or  in  tlio  Bvent  of  oiioiigli  of  aiiid  stock  not  being  sold  by 
Mr.  Lippinoott  prior  to  Mny  1,  1880,  to  ronliso  in  ousli 
prior  to  timt  date,  one  million  of  dolluis,  then  uud  in 
oitlior  of  the  snid  ovonta,  Mr.  Edison  slmll  on  Mny  1, 
1889,  noqniro  tbo  nbaolnto  ownership  of  the  suid  0,100 
slmros  of  stock  ns  bis  own  personal  property  free  and 
clear  of  any  and  all  claims  on  tbo  i)nrt  of  either  of  tbo 
other  two  parties  hereto  or  of  any  person  claiming  un¬ 
der  and  tlirongli  either  of  tliom ;  and  in  thoovtut  of  the 
said  stock  being  ofiforod  to  the  public  ns  aforesaid  at  a 
.  loss  nvorage  price  than  825.  per  share,  Mr.  Lippincott 
shall  on  or  before  Mny  1,  1889,  give  to  Mr.  Edison  an 
additional  nniouut  of  the  said  stock  to  the  end  that  Mr. 
Edison  may  have  and  possess  such  a  nuinbor  of  shares 
which  valued  at  the  aforesaid  average  selling  price  of 
less  than  $26.  per  share,  shall  aggregate  $152,600. 

(dj  11  the  said  stock  is  prior  to  Mny  1, 1889,  oQbred 
to  the  public  at  a  price  averaging  in  excess  of  $25.  per 
shm-o,  and  if  enough  of  the  said  stock  is  purchased  by 
public  subscription  or  otherwise  so  that  the  not  pro- 
ceocls  thereof  received  by  Mr.  Lippincott,  prior  to  5Iay 
1,  isaj,  shall  aggregate  in  cash  at  least  $1,000,000.,  Mr. 
Edison  will  return  to  Mr.  Lippincott  a  certain  portion 
of  the  said  0,100  shares  of  stock,  to  bo  dotormiued  ns 
follows,  to  wit;  The  sum  of  $152,600.  shall  be  divided 
by  the  said  average  price  at  which  the  said  stock  is 
offered  to  the  public  ns  nferesaid,  and  the  quotient  ro- 
sultiiig  from  the  said  division  shall  represent  the  number 
of  shares  which  Mr.  Edison  shall  bo  allowed  to  retain 
and  possess  ns  his  own,  and  the  balanco  shall  be  re¬ 
turned  to  Mr.  Lippincott,  that  is  to  say,  for  illustra¬ 
tion,  if  the  subscription  price  to  the  public  should  be  at 
the  average  rate  of  $90.  per  share,  and  the  snid  snb- 
8cri|ition  should  bo  paid  for  to  the  aggregate  amount  of 
$1,000,000.  in,  cash  within  the  aforesaid  limited  time 
pnor  to  May  1,  1889,  Mr.  Edison  shall  retain  1  094 
shares  of  the  said  stock,  and  shall  deliver  4,400  shares  ' 


o 


o 


thereof  to  Mr.  Lippinoott,  and  if  the  said  stock  should 
bo  offered  to  the  public  at  a  price  varying  from  the  snid 
$90.  per  share,  but  at  an  nvoriigo  price  in  excess  of  826. 
per  share,  the  amount  of  stock  to  bo  rotninod  by  Mr. 
Edison  as  well  as  the  amount  to  bo  delivered  to  Mr. 
Lippinoott  shall  bo  dotorniinod  in  like  inaiiiior. 

lYlinl  is  meant  by  nvorage  price  is  the  quotient  ob¬ 
tained  by  dividing  the  aggregate  sales  (total  gross 
amount  of  sales)  by  the  minibor  of  shares  sold. 

( e)  Mr.  Edison  shall  have  full  voting  power  on  this 
stock  while  it  remains  in  his  possession  ns  heroin  pro¬ 
vided  for.  Should  Mr.  Lippinoott  prefer  to  sell  the 
stock  referred  to  in  this  section  at  private  sale  instead 
of  at  public  sale  as  above  provided  for,  ho  shall  have 
the  right  to  do  so  subject  to  tbo  conditions  imposed 
herein  us  regards  public  sale. 

/«  Wiiims  Whermf,  Mr.  Edison  and  Mr.  Lippincott  have 
hereunto  severally  sot  their  hands  and  seals,  and  the  suid 
Company  has  caused  this  instrument  to  bo  oxcciitod  in  its 
corporate  name  and  its  corporate  soul  to  bo  hereto  affixed 
by  its  proper  ollicors  thereunto  duly  authorized. 

Done  at  the  City  of  Now  York  on  the  day  and  year  first 
above  named. 

Jesse  H.  Lippincoit.  [seal.] 

The  Noirrii  Aaieiuoan  PiioNoonAPii  Co. 

[SE-VL.]  By  Jesse  H.  Lippincoit,  Brest. 

Attest ; 

Geo.  H.  Fitzwilson, 

Sec’y. 

Thoaias  a.  Edison,  [seal.] 

Witness  the  signature  of 

Thomas  A.  Edison. 

A.  O.  Tate. 


THOMAS  A.  EDISON 


-aBCiinot-  : 

EZRA  T.  GILEIXAIin  and  JOJIH  C.T0M-: 

lilHSOK.  • 

-  -X 

City  and  Ooniity  ui,'  Nov/  Yunl:  :  a  'S: 

JESSE  H.  LIPPI'iCOTT,  Hsing:  duly  bv;oto,  depoaeo' 
and  aayra  as  I'ollov/n:  I  rouido  at  Mo.  40  ’’'oat  S'Jth.StnGot,  ^ 

:  In  thn  Oity  o”  Rov;  Yonl:,  ■■■nd  1  Have  bo;jn  n  I'oa-idcnt  of  tho 
:  City  of  ilov,'  Yonk  fon  tho  past  thrno  ynars, 

I  first  mot  tho  dofondant  Gilliland  in  rofor- 
;  onoo  to  tiio  purchase  of  ildison's  stock  in  tdio  Edison  Phono-,  ^ 
a  :  r,raph  Company,  in  tho  month  of  May  of  tills  year.  I  vrns  not 
:  aoir.iaintod  v;ith  Hr  ..Gill  i  land  in-ioi"  to  my  first  intorviev; 

;  witii  him  on  this  suh/joct,,  but  I  r;ot  .M.r.TViayor,,  of  the  V/ost- 
i  ern  Electric  Company,,  to  introduce  mo  to  iiim..  After  intro-  : 
i  ducing  me  ho  loft  ns  toyotk.ar..  I  broached  to  him  (Gillilan<i^ 

;  the  iniostion  as  to  wiiethor  tho  stoede  in  the  Edison  Phono- 
j  Gi'aph  Company  could  bo  pnrcliascd,  and  he  said  tliat  although 
I  matters  had  Mono  so  far  in  the  perfectinf:  of  tho  Phonograph 
j  and  in  tlie  business  of  exploitin'.-,  it—  that  v/hile  it  might 

:  bo  a  difficult  thin;;;  -to  ofx-oct  a  purchr-..'5o —  he  thought  it 
i  general 

^  could  bo  done..  At  tliat  intnr^iiew  t'lovo  y/as  a  aioud  deal  of 

'  "  A 


I 


taUc  about  the  matter  but  nothinij  olso  took  place.  I  took 
it  for  grant od, during  the  intorviev/,  that  Mr. Gilliland  v/as 
■gcnoral  agorit  of  the  Kdloon  Phonograph  Company,  and  that 
his  relations  vdth  Mr. Edison  v/ore  very  intimate,  I  knew 
that  ho  hold  a  aolling  agency  contract  v;ith  the  Edison  Phon¬ 
ograph  Company,  and  v/hilo  1  know  nothing  of  its  terms  or 
anything  in  roferenoo  to  its  pormanonoy  I  had  known  the 
fact  of  his  holding  tho  contract  for  some  time  boforo. 

Tho  intorvlovf  which  I  havo  just  described  was  held  at  Mr. 
Gilliland's  office  at  ho. IS  hoy  Street,  in  tho  city  of  Now 
Vork,  and  tliore  vras  no  one  present  excepting ^yoelf.  'ffe 
i arranged  with  each  other  that  I  (rhould  soe  hiii  again  in  tho 
course  of  a  £av  days, 

Buring  tho  next  two  vreeks  I  had  four  or  five 
interviews  vfith  Mr. Gilliland.  I  '.vent  back  and  forth,,  to 
and  from  his  offioo  several  times  talking  about  tho  matter. 
il  am  not  cloar  as  to  the  ocourroncos  at  any  olio  of  these 
i  interviov/s  as  distlnguishod  from  anotlior,  but  T  liavo  a 
! genoral  rooollentlon  that  there  v/as  more  conversation  in 
;  tlie  same  direction  as  that  v/hich  was  had  at  tho  first 
I  interview,  and  my  recollection  is,  that  at  ono  or  more  of 
!  these  interview.-!,,  I  made  Mr.,Gllllland  an  offer  to  pay 
I  $000,000.  for  tho  stock  hold  by  Mr.Edlson,  In  tho  Edison 
I  Phonograph  Company,  taking  it  for  granted  that  the  entire 
I  capital  stock  could  be  delivered  by  Mr,. Edison. 

I  My  first  Interview  with  Hr. Tomlinson  and  Mr. 

j  Gilliland  was  at  Mr. Gilliland's  office  and  was  either  on  the 


(2) 


:31st.  day  of  May  of  this  year  or  the  1st.  day  of  Jimo. 
lAt  ono  of  the  intonriovra  hurl  botwoon  tnysslf  ar.d  Hi’.  GUI  Hand 
before  1  not  Mr.  Tomlins  on,  the  price  that  I  was  expect, ins 
to  pay  for  the  Phonograph  .otook  had  boon  talltod-  over,  and 
ir. Gilliland  stated  to  mo  that  ho  vrould  like  to  bring  Mr. 
Tomlinson  into  the  nogotiation,  boeanso  ho  (Tomlinson)  hold 
i an  intsroBt  in  his  (Gilliland’s)  agonoy  contract,  and  at  the 
; same  time  that  I  had  made  tho  proposition  to  pay  $500,000. 
:for  tho  Phonograph  stock,  wr. Gilliland  asked  mo  what  I  v/ould 
I  do  for  him—  h.ollding  as  ho  did  tho  agency  contract.  I  told 
'him  in  a  gonerol  way  that  I  ivonld  toko  oaro  of  him,  bnt  no 
Isnm  or  terms  of  any  kind  v/oro  montioned  until  after  Mr. Tom- 
llinson  came  into  the  negotiation.  Mr.Gilli  land  accordingly 
imade  an  appointment  to  meet  mo  at  tho  Electrlcai  Club  on 
Decoration  Day,  the  30th. day, of  M.ay,  expoctlng  to  have  ?,vr. 
Tomlinson  there.  Ur. Tomlinson  was  out  of  tho  City  somewhoro 
land  did  not  appoor  on  that  day,  so  that  it  must  have  been 
[the  day  follov;ing  or  tho  Ist.  day  of  Jumo  that  I  first  mot 
i  Mr. Tomlinson.  At  that  intorvlev/  they  said  that  they  could 
;  effect  a  sale  of  the  Phonograph  stock  at  $500,000.  and  they 
i  askod  me  v/hat  I  would  give  for  the  agency  contract  hold  by 
I  Gilliland,  and  I  said  vdiat  do  you  want.  They  replied  that 
i  they  ought  to  liave  half  as  much  as  Mr.Ddison  got.  I  told 
I  th^  that  that  \7as  satisfactory  and  that  I  would  give  them 
!  the  value  of  §H50,000.  of  tho  capital  stock  of  tho  company 
I  that  I  was  going  to  org.aniao.  Vdioroupon  they  s. aid  that  that 
I  vraa  an  unkno'.vn  quantity;  that  they  did  not  know  what  the 
j 

I  stock  was  going  to  bo  worth  and  tliey  asked  what  1  was 
j  (3) 


to  nivG  thorn  in  money.  Then  I  told  them  I  'vould  take  the 
stock  back  from  thorn  at  the  same  valuation  at  which  I  gave 
it  to  thorn  and' pay  them  in  money,  provided,!  could  pay 
$50,000.  por  month  oommenolnG  the  1st. day  of  August. 

Mr.. Tomlinson,  at  that  Intoi’viov;,  made  a  memorandum  in  pencil 
which  I  nov/  have,  and  a  copy  of  which  1  annex  hereto  marked 
A.  which  memortmdum  gives  tho  terms  &o  upon  which  the  Phon¬ 
ograph  Company  stock  and  Gilllliinci's  agency  contract  would 
bo  cold  to  mo..  This  memorandum  I  dated  In  my  own  hand- 
^n’itln{5, Juno  lat.lSSS,,  at  tho  time  of  receiving  It.  It 
was  agreed  between  us  that  Tomlinson  v/as  to  submit  tho  mem¬ 
orandum  to  Ddlson  on  the  following  Sunday, Juno  3rd.  and 
was  to  telegraph  to  me  regarding  the  seme  at  Pittsburgh 
v.'liore  I  expected  to  go  .on  the  night  of  S.ntin-day  Juno  Snd. 

1  '.vent  to  Pittsburgh  the  night  of  June  Srd.  and  on  the 
morning  of  the  dth. I  received  a  tologrum  from  Mi’. Tomlinson 
dated  June  Srd.  a  copy  of  which  is  hereto  annexed  marked 


B.  On  June  Dth.  I  received  at  Pittsburgh  a  letter  from 
Mr^ Tomlinson,  dated  June  dth.  ,  a  copy  of  v/hich  fi-s  annexed 
hereto  marked  C. 

At  t;iG  titiic  that  Mr,  Tomlinson  was  introduced 
to  mo,  at  the  interview  just  described,  it  vss  stated  by 


Mr. Gilliland  that  the  reason  for  his  coming  into  tho  nog- 
otlation  was  because  of  an  interest  which  he  hold  in  his 
(Mr. Gilliland' s)  contract.  Prior  to  meeting  Mr. Tomlinson 
no  definite  amount  hod  boon  talked  o'’  between  myself  and 
Mr. Gilliland  as  to  tho  price  I  would  pay  for  his  agency 
contract.  Our  talk  vms  of  a  general  character  and  I  slmpi 


I 


1 


14 


15 


otatad  that  I  wouli  take  care  of  liirn.  I  used  that  oxpross- 
lon  to  him  as  a  result  of  a  statomont  by  him  that  he  would 
sell  his  contract  at  the  same  time  that  he  sold  the  stock. 

I  was  satisfied  that  if  I  bought  Mr .Edison's  stock  I  would 
have  to  have  Mr. Gilliland's  agency  contract, otheiwriso,  I 
would  not  have  the  promotion  of  the  business.  If  his  con¬ 
tract  remained  in  force  after  I  had  concluded  my  negotialoni! 
for  the  Edison  st>’ok,  then  the  object  which  I  had  in  viov^ 
v/ould  bo  defeated.  IVhile  Mr. Gilliland  never  stated  to  mo 
that  If  I  bought  the  Edison  stock  1  would  also  have  to  buy 
his  contract, ho  did  say  that  if  I  bought  the  stock  the 
contract  could  also  be  bought. 

I  first  named  to  Mr. Gilliland  the  sum  of 
$500,000.  as  an  amount  that  I  would  be  willing  to  pay  for 
Edison's  stock  in  the  Edison  Phonograph  Compony,  This  sum 
was  named  by  me  in  an  intervievr  with  Mr, Gilliland  prior  to 
Mr. Tomlinson  coming  in  to  the  negotiation,  I  am  net  clear 
as  to  vfhothor  it  v/as  the  first  interview  •■.'■1th  Mr. Gilliland 
or  a  subsequent  one;  but, I  think,  at  a  subsequent  one. 

At  the  interview  jtist  referred  to (which  I  have  called  the 
first  intervievt  v;lth  Mr. Tomlinson  anil  Mr. Gilliland)  Mr. Tom¬ 
linson  put  some  questions  to  me  regarding  ray  business  pos¬ 
ition--  which  I  answered—  and  ho  questioned  mo  pretty  .> 
closely  as  to  mp  ability  to  carry  the  Phonograph  projects  ^ 

which  I  contemplated^ through  successfully.  I  don't  know  | 

how  many  interviews  I  had  with  Mr. Tomlinson  and  Mr.Gillllard  '  | 
but, perhaps,  two  or  throo  before  1  loft  for  Pittsburgh  am  j 

they  wont  out  to  see  Mr. Edison.  After  the  second  or  third 

(5) 


interview  with  them, they  stated  that  they  wore  going  out  i 
to  see  Mr. Edison  and  Implied  that  they  had  not  yot  seen  him 
:  on  the  subject.  It  was  my  Improsslon  that  all  the  intor- 
viewa  which  I  had  hold  v/lth  Mr.Gllliladd  v^ore  loading  up 
to  this  point,  and  that  ho  (glllllan.l  )  had  not  boon  out 
to  800  Mr, Edison  laeisil^ho  brought  Hr. Tomlinson  in  to  our 
;  nogotiation,  I  did  not  know  that  Mr. Edison  would  accept  r;y 
10  offer  until  aftor  I  had  ‘loft— Pittsburgh.  My  improsslon 
is  that  Gilliland  and  Tomlinson  said  to  mo  at  one  of  tho 
interviews  prior  to  my  leaving  for  Pittsburgh,  if  Mr, Edison 
will  aooopt^what  will  you  do  about  tho  agency  oontraot. 

;  That  is  my  rocolloction  of  it.,  and  further,,  that  we  then 
:  came  to  the  terras  in  regard  to  the  agency  contract, namely, 
that  if  Mr.Edison  would  accept  my  offer  for  tho  Phonograph 
I  Company  stock  that  then  1  would  pay  them  so  much  for  tho 
i  contract.  That  v/as  at  one  of  the  first  two  or  three  intor- 
17  I  views  v/ith  Gilliland  and  Tomlinson  and  vms  prior  to  tho  tlm; 
that  they  said  that  they  wuld  confer  '.Tlth  Mr.Edison  in 
||  reference  to  my  offer  for  the  stock,  and  all  of  these  inter-- 
||  views  must  have  been  held  between  Decoration  Day  and  the 
!  2nd. day  of  Juno.  They  v/ore  all  in  Mr. Gilliland's  office, 
i  At  no  one  of  those  interviews  between  Mr, 

I  Gillilara  and  myself,  and  between  Mr, Tomlinson, Mr, Gilliland 
I  any  myself,  did  either  of  thorn  suggest  to  mo  that  1  should 
I  offer  a  larger  amount  for  the  Edison  stock  than  $500,000,. 


18  i  Mr..Gllllland  said  that  it  might  be  difficult  to  bring  Mr, 
i  Edison  to  the  acoeptanoo  of  tho  terms  proposed  by  me,  for 
I  the  reason  that  Mr.Edison  was  very  much  opposed  to  tho 


I 


1 


19 


20 


21 


^American  Graphophono  Company,,  of  vrhloh  Company,!  had  become 
a  lloenseo,.  Ho  said  that  any  talk  of  a  combination  of  inter 
;  -ost  v/as  out  of  the  question,,  and  that  Mr. Edison  felt  so 
;  atronsly  on  this  point  that  it  v^ould  bo  useless  to  say  any- 
i thing  to  him  about  it,, but,  that  a  purchase  might  be  offeot- 
J  ed..  Ho  said  it  might  be  difficult  to  bring  Mr.Edlson  to 
I  an  approval  of  tho  figure  offered  for  his  stock  as  Mr.Edlson 
I  had  vory  largo  ideas  about  tho  value  of  tho  Phonograph  since 
I  ho  had  perfected  it..  They  both  said  that  they  would  try  to 
;  obtain  Ur  .Edison's  accoptanoo  of  tho  terms  proposed  by  me.. 

;  Tlioy  said  that  thoy  would  go  out  and  see  Mr  .Edison  and  on- 
J  doavor  to  get  him  to  accept,,  and  then  would  notify  mo,,  and 
!  if  I  could  then  put  the  combination  through  I  was  to  let 
j  thorn  knovf  in  so  many  days.,  In  other  words,,  if  I  elected  to 
;  purchase  I  was  to  let  them  know  In  15  days.. 

After  the  Interviovfs  with  Mr.Gilliland  and  Mr, 
Tomlinson  I  went,  as  I  have  stated  heretofore,  to  Pitts¬ 
burgh  on  tho  night  of  the  3rd. of  Juno,  and  for  a  week  was 

i  engaged  in  business  in  Pittsburgh.  I  v/ent  to  Washington 
;  from  Pittsburgh.  I  arrived  in  V/ashington  on  Jime  11th. 

;j  which  day  I  spent  in  Washington,  1  loft  Washington  the 
||  nlglit  of  June  11th.  and  arrived  in  Hew-York  on  tho  morning 

ii  of  June  12th.  1  than  had  a  conference  with  Hr. Tomlinson 


and  ?ilr. Gilliland  in  which  I  agreed  to  make  tho  purchase. 
This  conference  took  place  in  Hr. Gilliland' s  office.  Ho 
papers  Viad  been  drawn  iqj  up  to  this  time.  Either  on  tho 
12th. of  June  or  vdthln  a  day  or  two  afterwards,  I  went  out 

to  orange  to  see  Mr. Edison.  I  wont  with  Mr. Tomlinson  and 

. (7)  . /' . 


I  Mr.Glllllanil.  Wo  met  Mr. Edison  in  tho  laboratory.  T'noro 
:  vras  some  general  talk  about  the  Phonograph,  Mr .Edison 
!  askod  me  about  my  contrac-^'Vith  the  Graphophone  Company, 

I  and  about  how  I  proposed  to  promote  the  business.  I  out- 
I  lined  for  him  in  a  general  way  what  I  expected  to  do< 

I  At  this  intervlo^y  there  v/as  no  argument  or  controversy 
;  about  tho  tenns  for  the  purchase  of  the  stock  nor  vrero  tho 
I  terms  mentioned;  It  was  assumed  at  tho  intowiev/  that  wo 
i  had  arrived  at  toma;  Hor  was  tho  proposed  contract  boV- 
2S-/ween  uo  discussed.  All  the  features  of  a  proposed  contract 
:  namely,  tho  manufacture  of  phonographs  by  Edison;  the  man- 
i  ufacUiror's  profit;  Mr;Edison'8  personal  contributions  of 
his  inventions  to  tho  business,  and  his  componsatlon  tliero- 
for,  were  all  mentioned  in  K  pencilled  memoranda  made  by 
:  Mr. Edison  himself,  in  his  omn  hand-writing,  and  handed  to 
I  me^prlor  to  this  intorview^beforo  I  wont  to  tVie  laboratory. 

:  I  have  the  memorandum  Itself  and  a  copy  thereof  is  annexed 
:j  to  this  affidavit  marked  D.  I  remember  that  on  tho  ocoas- 
oi*  visit  to  Mr. Edison's  laboratory  my  attention  was 
i  called  to  the  fact  that  Mr. George  Parsons  Lathrop  was 
;  present  on  the  same  railway  train  that  we  were  on  our 
journey  to  Orange.  Mr. Lathrop  was  also  bound  on  a  visit 
j  to  Mr. Edison,  and  was  at  Mr. Edison' s  laboratory  during  tho 
I  time  that  we  were  there.  Mr. Tomlinson  and  Mr. Gilliland , 
arranged  to  keep  Mr  Edison' s  '&H^.onti on  duringtho  entire 
j  time  that  we  were  there,  so  that  Mr, Lathrop  \Tould  not  get 
j  an  opi>ortui'lty  to  talk  to  him.  Mr. Lathrop  caino  back  to  tho 
City  on  tho  same  train  with  us  that  evening.  Mr  .Gilliland 

I  . .  . 


I 


stated,  as  a  reason  for  fiia  aotlon  In  this  matter,  that 
Lathrop  had  sold  a  large  block  of  the  stock  of  the  Edison 
Phonograph  Company  for  §150.  a  share,  and  that  he  vras  un¬ 
doubtedly  figuring  to  obtain  moro  stodt  from  Mr. Edison  for 
sale  upon  commission.  Mr, Gilliland  said  that  if  lathrop 
suoooodod  in  making  many  more  sales  at  that  figure,  it 
vrauld  be  impossible  for  him  (Gilliland)  to  put  a  deal 
through  Yfith  Mr. Edison  for  the  sale  of  his  stock  to  me. 

The  paper,  a  copy  of  which  is  hereto  annexed 
marked  A., was  given  to  mo,  as  I  stated  before,  by  Mr. Tom¬ 
linson  prior  to  my  leaving  for  Pittsburgh,  I  took  the 
paper  to  Pittsburgh  with  me  and  afterwards  to  Washington, 
and  its  toms  were  the  subject  of  examination  by  the  Oraph- 
ophone  Company,  in  Y/ashlngton,  as  well  as  es  myself.,  on  my 
return  to  Now-York  from  Washington,  on  the  IMth.of  June,. 

I  remained  in  Heir-York  until  the  17th.  v/hen  I  returned  to 
Washington  again..  It  vras  during  this  period,  between  the 
12th,  and  17th,of  June,  that  my  interview  occurred  at  the 
laboratory  of  Mr, Edison,  and  it  was  during  this  period  that 
Mr. Tomlinson  gave  mo  the  memorandum  in  Mr. Edison's  hand¬ 
writing,  a  copy  of  which  is  annexed  hereto  marked  f.. 

I  returned  to  New  York  the  night  of  Juno  13th.  reaching 
Now  York  on  the  morning  of  the  19th..  On  Thursday,,  the 
21st. of  June,.  I  wrote  a  letter  to  Mr.Edlson,  dated  on  that 
day,  of  v/hioh  I  have  a  copy,,  and  a  copy  of  which  is  annexed 
horoto  marked  E*  in  jwh4,cVi  letter  I  ..suggested  several  things 
in  view  of  tho  discussion  I  had  had  in  Washington.,  Tliis 


(9) 


■letter  I  sent  to  Mr.Edloon  by  Mr, Tomlinson,  whom  I  met  on  my 
arrival  from  Washington  on  the  19th.  I  oomniunicated  to  thcan 
jWhat  occurred  in  Washington  in  advance  of  writing  my  letter 
jto  Mr, Edison.  This,  I  believe  to  be  the  first  letter  that 
;1  have  vn»itton  to  Mr. Edison  on  this  subject.  My  letter 
proposed  modifications  of  the  pencilled  memorandum,  in  his 
hand-writing,  vfhich  I  had  taken  to  Washington,  Mr, Edison 
oommunioated  to  nio  his  aoceptanoo  of  my  proposed  modifica- 
pg  tions.  The  following  Tuesday, Juno  ?.0th,  1  wont  to  Vtohing- 
ton  again  to  seo  the  Grap'nophone  people.  1  returned  to 
Hew  York  on  Wednesday  Juno  a7th.  arriving  in  Nov^-York  in  the 
iaftornoon.  On  arriving  in  Hew-York  1  had  an  interview  wilih 
Mr. Tomlinson  and  Mr. Gilliland, 

At  3  o'clock  in  the  afternoon  of  June  ^8th. 

Mr. Edison, Mr. Gilliland  end  Hr. Tomlinson  came  to  my  office 
lot  139  Barclay  Street,  Y^ith  a  proposed  contract  botv^een  Mr. 
lEdison  and  myaolf  prepared  for  execution.  After  reading 
ggl;the  same  over  1  signod  it.  I  also  signed  on  agreement  to 
;|deliver  to  Mr. Gilliland,  stock  to  the  value  of  $250,000. 

I  in  a  corporation  which  I  propose<^o  organise  for  tho  ox- 
Iploltatlon  of  the  phonograph  business.  I  annex  a  copy  of 
Ijthe  agreomont  Just  referlfi^: to^to  this  af fidavit^marked  E. 
j Hr. Tomlinson  put  tho  agreement  marked  P.  in  his  pocket  after 
I  the  same  had  boon  executed,  and  went  out  with  Mr.Qilliland 
I  and  Hr. Edison,  stating  to  me,  as  ho  went  out,  that  ho  vfould 
I  come  back  in  the  course  of  an  hour  with  another  agreomont 
for  me  to  sign.  In  about  an  hour  he  returned  with  an  agroo- 


(10) 


ment  vrhioh  at ipulat ocl  that  I  should  buy  baok  the  stock  which 
I  had  agreed  to  give  Gilliland  amoimting  to  $250,000.-  in 
;cash  to  bo  paid  in  five  equal  payments,,  the  1st  .of  August,. 
SeiJtembor,.  October,,  ilovomber  and  nooombor..  Mr  ..Gilliland  did 
not  come  back  \7ith  him,  nor  did  Mr;.Edison..  I  annex  a  copy 
of  the  contract  last  named  raoi-kod  G.-  Before  oxnhanGi^E  with 
me  the  duplicate  copies  of  contracts  mai’kod  ]?.•  and  G..  Mr.. 
;:Tomlinson  changed  the  date  of  the  contract  marked  S'.,  from 
June  2Sth.-  to  June  27th.-  He  did  this  at  my  office^after  he 
returned^-  in  pursuance  of  his  statement  on  leaving  v/ith  Mr. 
Edison  and  Mr.-Gilliland.- 

Ho  discussion  took  place  at  my  off#<w,.  during 
tho  presence  of  Mr.Edison  regarding  the  purchase  of  Gilli¬ 
land'  s  agency  contract.  It  was  not  refert'Od  to. 

On  tho  occasion  of  one  of  my  visits  to  ?»Ir. 
Edison  at  tho  laboratory — I  am  not  certain  whether  befoi'e  I 
jor  after  the  23th. day  of  juno;  but  after  all  tho  terms  wore 
■agreed  upon  substantially —  Mr.Gillilani  asked  mo  to  say 
Ijnothing  to  Edison  about  the  cash  which  he  Yfas  receiving  from 
■jme,-  because,  if  I  did,  he  (Edison)  might  think  that  ho 
i|  (Gilliland)  vms  receiving  too  much  for  his  agency  contract, 

|il  v/ent  to  sGo  Edison  between  the  17th. day  of  July  and  the 
||  1st. day  of  Augvist,  at  his  laboratory,  also  ’.vith  Tomlinson  , 
ijand  Gilliland.  I  am  not  certain  whether  it  was  on  this 
ij occasion  that  Mr. Gilliland  spoke  to  me  on  the  subject  of 
I  not' saying  anything  to  Edison  about  the  cash.  I  am  not 
I  certain  whether  it  was  on  the  occasion  of  ottr  going  to  tho 


(11) 


laborntory  at  that  timo  or  prior  to  the  2oth..day  of  June., 
During  the  time  that  elapsed  between  the  2Sth.day  of  June 
and  tl^o  IVth.day  of  July,.  I  was  most  of  the  time  v/ith  my 
boy,,  who  was  ill  with  dlptheria,.  in  the  Alloshany  Moun¬ 
tains,,  Pennsylvania.,  I  v/as  out  v/itVi  him  until  the  l6th.. 
day  of  July  and  I  was  not  in  IlQW-York  bet'.yoo;'.  the  29th,, 
day  of  Juno  and  tho  10th ..day  of  July.,  1  loft  tho  moim- 
talns  tho  18th. day  of  July  in  the  afternoon  for  Hovr-Yoi’k. 

I  vfas  obllsod  to  bo  in  IJevr-York  to  oxoouto  two  oontraots; 

tween  t}jo  Edison  Plionofjrapli  Company  and  myself,  and 
one  between  myself  and  tho  north  American  Phonograph 
Company  on  tho  17th. day  of  July,  On  tVic  same  day  tlioro  was 
to  bo  a  mooting  of  tho  stockholders  of  tho  Morth  American 
Phonograph  Company,  at  7/hloh  I  had  to  be  present.  On  the 
17th. day  of  July,  a  dontraot  was  executed  bot’woen  Gillilant 
and  myself,  a  copy  of  v/hioli  is  hereto  annexed  marked  1, 

On  the  same  day  I  oausod  to  be  issued  to  tho  said  Gillilant 
3847  shares  of  tho  liorth  American  Phono.graph  Company,  the 
same  being  certificate  'To. 7^  "ucii  ccrtlfioate  was  afteiv 
wards  surrendered  to  the  ooinpany  and  nov;  oertifioatos  8, 

9,  10,  11,  12,  13,  14,  15,  16,  17,  were  issued  in  place 
thereof  for  the  nu’iiber  of  shares  follov/ing,  to  v/it, res¬ 
pectively:  104,  154,  104,  231,  77,  315,  538,  017,  G92, 

015.  Between  the  17th. day  of  July  and  the  1st, day  of 
August  I  saw  Tomlinson  and  Gilliland  frequently.  They  wore 
in  my  office  several  times  between  tho  17th, of  July  and  th ) 
day  they  sailed^  Tho  1st. of  August  they  both  came  to  my 
office,  having  given  mo  notice  of  their  intention  to  sell 


(12) 


to  me  on  that  day,,  a  portion  of  the  stock  civen  to  Gilli¬ 
land  in  pa;.inont  for  his  agency  contract,,  A  copy  of  the 
notification  received  by  mp  in  advance  of  the  1st. of  August 
:  is  hereto  annexed  marked  Hj..  At  Mr. .Gilliland'  s  suggestion 
di’err  a  chock  for  5Si5,000..  to  the  order  of  Mr. .Tomlinson 
;  and  a  check  forili  -2—  to  the  order  of  Hr. Glllilandf 

i  Wlioreupon  Mr. .Gilliland  doiivnrod  to  me  one-fifth  of  the 
.  stock  which  had  been  transferred  to  him  in  pursuance  of 
'  my  contract  with  him..  Photographic  copies  of  the  said 
chocks,,  'vhich  have  since  boon  paid,  and  returned,,  and  can¬ 
celled,,  are  annexed  hereto  marked  K.. 

/SS?.  >  " 

o  f UiPUf 


(13) 


1.  Buy  all  stock  of  Edison  Phonograph  Co. 

&  Edison  Speaking  Co.  for  $500,000. 

2.  Edison  to  reserve  133,000  to  buy  out 
Speaking  Phono.  Co. 

3  Edison  to  have  manufacturing  at  cost 
&  20^ 

4.  Instrument  to  be  called  Phonograph  or 
Edison  Phonograph  &  best  instrument  to  bo 
put  on  the  market . 

5.  Edison  to  be  paid  royalty  of  5^  on  price 
to  Company  for  15  years  &  to  assign  nevr 
inventions  to  Co.  for  15  years. 

6.  Nev/  Company  to  be  formed  which  shall  buy 
up  all  it  considers  of  value.  The  com¬ 
pany  to  be  called  U.S. Phonograph  Company. 

Its  capital  stock  to  be  not  less  than 
$39090^'000.  nor  more  than  $5,000,000. 

7.  Persons  to  be  connected  with  Co.,  Lippin- 
oott,  Robinson,  VAiitney  &c. 

8.  Gill . contract  to  be  bought  for  $250,000. 
worth  of  stock  of  new  Company,  value  of 
stock  to  be  based  on  price  at  which  sales 
are  made  to  original  promoters.  $50,000. 

of  250,000  to  be  paid  in  cash  &  Co.  to  agree  to  buy 
balance  4  mo  from  completion  of  agreement  at 
$200,000.  cash.  All  present  and  future 

patents  of  Gilliland  to  go  in. 

(1) 


June  3,1888. 

Dated  New  York  3 

To  Jesse  H.Lipplncott —  Pgh. 

Have  seen  my  parties  proposition  will  be  accept^ 
ed  I  think  it  important  preliminary  papers  should  be  closed  : 
at  once  what  is  the  earliest  day  you  can  be  in  New  York. 

John  0. Tomlinson, 


I 


c. 

Jotoi  C. Tomlins on,  40  Wall  Street, 

Counsellor  at  law.  New  York, June  4th.l88S. 

Jesse  H.Lippinoott ,Esq. 

Pittsburg,  Pa. 

Dear  Sir:- 

Your  telegram  of  today  just  received. 
I  enclose  a  copy  of  Mr. Edison's  contract  with  the  Edison 
Phonograph  Company,  also  copy  of  Mr. Gilliland  's  contract 
with  the  Edison  Phonograph  Company,  as  requested. 

Shall  expect  to  see  you  in  New  York  on  the  12th. 
As  I  telegraphed  you,  I  think  it  very  important  the  pre¬ 
liminary  agreement  should  be  come  to,  as  the  business  is 
in  such  a  condition  that  any  delay  would  be  unwise.  By 
delay  I  do  not  mean  delay  in  consummating  the  agreement, 
but  in  coming  to  an  vmderstanding. 

Very  sincerely  yours. 


John  C. Tomlinson. 


I 


D. 

Royalty  10  per  cent  to  be  added  to  factory 
price  to  Co.  ; 

Sole  manufacture  in  perpetuity  for  Co.  on 
basis  actual  Co.  plus  20  per  cent,  both  for  supplies,  phon¬ 
ographs  and  special  things,  accessories  etc.  ! 

Called  Amn  Phonogh  Co. 

Company  to  respect  all  foreign  biz  of  E.  who 
is  to  be  allov/ed  manufacture  here  for  export  and  Amn.  Co. 
not  to  sell  directly  or  indirectly  outside  of  U.S.  and  Can¬ 
ada. 

After  date  of  turning  biz  over  any  future 
improvement  on  phonogh  tp  go  to  Co.  free,  but  any  special  ! 
phonogh  or  special  extra  which  is  sold  as  an  extra  E.  to  get 
15  per  cent  royalty  for  invention.  Clocks  are  excepted  from 
all  contracts. 

Experimental  expenses  to  extent  of  30,000  to 
be  allowed  for  first  year  20,000  for  2nd. year  and  15,000  for 
third  years  &  10,000  thereafter  for  three  more  years,  & 

5000  thereafter  for  7  years.  i 

These  expenses  are  to  be  actual  cost  as  per 
Laboratory  methods  of  charging  (  i.  e.)  no  profit  to  i 

Edison.  j 

E.  to  be  satisfied  that  parties  are  biz  men  &  j 
scheme  is'nt  to  be  a  stock  speculation  &  run  by  a  lot  of  ' 
lunkhead  directors.  ! 

I 

Price  of  completed  phonogh  outfit  not  to  be 
more  at  any  time  than  $85.  that  public  shall  always  be 


I 


permitted  to  buy  outright  at  that  price  or  less,  complete 
outfits  as  good  as  are  rented. 

Mfg  duplicate  records  (i.e.)  publishing  of 
music, novels,  operas  etc.  to  be  reserved  to  factory  that 
is  to  say  if  E.  succeeds  in  devising  a  process  of  printing 
duplicates  of  Records  ooimiercially  the  factory  is  to  mane 
ufaoture  such  duplicates  at  regular  allowance  of  profit  & 
E.  is  to  get  his  royalty  on  same  as  an  extra  (i.e.)  15  per 
cent,  patents  of  course  to  go  to  Co. 


160  Broadway,  City. 
June  21,1888. 


Thos.  A.  Edison, Esq., 

Orange,  N.J.  ! 

My  Dear  Sir:- 

Refering  to  a  conversation  held  with 
you  a  v/eek  ago  i  find  that  my  associates  are  not  satisfied 
to  make  the  purchase  coupled  with  all  the  conditions  that 
you  made.  I  will  take  them  151  in  the  order  in  which  you 
penciled  them. 

Eirst  they  are  of  the  opinion  that  after  paying 
you  a  large  sum  of  money  for  what  you  now  have,  that  they 
should  not  be  obliged  to  pay  a  royalty  for  the  use  of  what 
they  already  hold  the  title  to. 

Second.  On  account  of  my  contract  with  the 
Graphophone  Co.  I  am  obliged  to  take  so  many  instruments 
each  year:  That  company  is  not  willing  to  give  you  the 
exclusives  manufacturing  of  said  instruments. 

Third.  We  v/ould  of  course  agree  not  to  sell 
any  Phonographs  for  export  except  to  Canada. 

Eourth.  "After  date  of  turning  business  over 
any  future  improvements,  on  Phonograph  to  go  to  Company 
free,  but  any  special  Phonograph  or  special  extra,  which  is  ' 
sold  as  ah  extra  Edison  to  get  fifteen  per  cent  royalty  for  I 
invention,  Clocks  are  excepted  from  all  contracts".  This  wej 
would  agree  to,  the  Patents  coming  to  us.  I 

Eifth.  Manufacturing,  Duplicates  records, 
publishing  music  Novels , Operas  &c,  for  the  Phonograph  to  be 


/ 


I 


reserved  to  Edisons  factory.  This  is  to  say  if  Edison 
succeeds  in  devising  a  process  of  printing  duplicate  records: 
coracercially  valuable  the  Factory  is  to  manufacture  such 
duplicates  at  regular  allowance  or  profit,  that  is  twenty  | 
per  cent  of  the  cost,  and  Edison  is  to  get  fifteen  per  cent  I 
royalty,"  to  this  v;e  agree  the  Patent  coming  to  us.  : 

Sixth.  Both  the  Phonograph  and  the  Graphophonel 
to  be  put  on  the  market,  the  former  to  be  known  as  the 
Phonograph  and  the  latter  to  be  knovm  as  the  Phonograph- 
Graphophone. 

The  Edison  manufacturing  Co.  manufacture  the 
Phonographs,  supplies,  &o.,  necessary  for  the  United  States 
and  Canadian  market,  the  orders  for  this  territory  to  always' 
have  the  preference,  in  date  of  execution  over  any  orders 
for  shipment  to  Foreign  Countries^  The  E.Co.  to  receive 
20^  profit  over  actual  cost  on  all  Phonograph  supplies  &c. 

Seventh.  In  regard  to  manufacturing  Grpaho- 
me  that  when  they  were  prepared  to 
let'  contracts  for  any  considerable  quantity  of  them,  they 
will  give  the  Edison  manufadturing  Co.  the  opportunity  to 
estimate  on  them  in  other  words  to  compete  with  other  man-  ; 
ufacturers  for  the  work,  at  the  present  time  they  are  being  ’ 
manufactured  by  the  Western  Electric  Co.  : 

Eighth.  The  Company  will  probably  adopt  the  ' 
course  of  both  renting  and  selling  instruments  giving  their  | 
patrons  the  option  of  either  plan:  They  would  not  want  to  | 
be  absolutely  committed  to  the  price  named  by  Mr.Edison  but  I 
it  is  only  natural  to  suppose  that  being  competent  business i 


(2) 


men,  and  having  a  large  amount  of  money  invested,  they  could 
not  in  their  own  interests  afford  to  adopt  a  plan  that  vrould 
antagonize  the  pxiblio. 

Ninth,  In  regard  to  experimental  expenses 
we  would  be  willing  to  allow  fifteen  thousand  dollars  the 
first  year,  ten  thousand  for  second,  seventy  five  hundred 
for  third,  and  five  thousadd  thereafter,  for  the  next  ten 
years.  These  expenses  to  be  actual  cost,  making  drawings 
oonstruotii^;  modes  and  making  experiments  but  to  include 
no  compensation  or  profit  to  Mr, Edison, 

Tenth,  The  instrument  herein  referred  to  as 
the  Phonograph  to  be  the  instrument  or  machine  as  man¬ 
ufactured  by  Mr, Edison  at  this  date.  One  of  vrhich  is  to  be 
immediately  put  in  my  possession. 

Eleventh.  I  am  to  have  the  right  to  require 
you  to  place  upon  any  Phonographs  manufactured  by  you,  to  be 
put  upon  the  market  by  me,  such  names,  numbers,  and  dates 
of  Patents  as  in  the  opinion  of  my  Counsel,  shall  be 
necessary  for  the  protection  of  said  Patents  under  the  law. 

If  you  are  willing  to  accept  the  modified  con¬ 
ditions  as  indicated  in  this  proposal,  as  the  basis  of  an 
agreement  and  as  a  sale,  I  am  authorized  to  offer  you  the 
sum  of  five  hundred  thousand  dollars  to  be  paid  as  follows. 

One  fourth  in  sixty  days  from  date  of  signing 
preliminary  agreement,  one  fourth  in  ninty  days  from  same 
dateip.-  and  the  remaining  two  hundred  and  fifty  thousand 
dollars  in  four  months  from  same  date.  You  to  deliver  only 
the  capital  stock  of  the  Edison  Phonograph  Company  and  the 


certificate  you  hold  for  twelve  hundred  shares  of  the  Edison 
Speaking  Phonograph  Company  and  five  shares  in  same  Company 
held  by  Mr. Batchelor  we  purchasing  the  balance  of  the  stock  : 
of  the  Edison  Speaking  Phonograph  Company  and  no  part  of  the' 
money  paid  to  you  to  be  used  for  that  purpose.  In  other 
words,  the  half  of  million  of  dollars  to  go  to  you  clean  and 


AGREE  U  E  M-T  mado  this  27th. day  of  Juno,  | 
1S8S,  hy  and  botv/oon  EZRA  S.OILLIMIID  and  JESSE  H.1IPPIIIC0Tt| 
both  of  the  City  and  State  of  rlQvr  York.  j 

vnnSREAS  n  eortnin  contract  '"aa  ontorod  into  j 
botvfoon  tlio  said  Gilliland  and  the  Edison  Phonosranh  Company! 
dated  the  2Sth.day  of  Ootobor  183.7,  and  the  said  Tjippincott  j 
is  desirous  of  aoquirln.'j  all  the  rights  of  tho  said  Gllli-  i 
land  thereunder.,  '  | 

MOV/  it  is  AGPJSER  as  follovrs,  | 

EIRST.  The  said  Gilliland  asroos  to  assien  j 
his  said  contract  to  the  said  Lippincott  v/ithin  tvfsnty  days  i 
from  tho  date  hereof,  and  the  said  Lippincott  afsreos  to  tsive 
him  in  consideration  thereof  upon  tho  delivory  thereof  two 
thousond  five  hundred  shares  of  stock  of  t!ie  par  value  of 
One  ’fh.indrod  dollars  each,  of  a  corporation  to  bo  Icnotm  as 
the  American  Phonof;raph  Company  and  to  possoos  all  tho  | 
Phonoj^raph  patents  or  tho  beneficial  interest  therein  of 
Thomas  A. Edison  and  any  invont.ions  made  by  tho  said  Gilli-.  , 
land  vrithin  15  yearn  from  the  date  hereof  shall  be  assignod 
to  the  Coivipany  without  further  consideration. 

IE  iVITHESS  VuIEREOE  tho  parties  hereto  have  | 
set  their  hands  and  seals  the  day  and  year  first  above, 
Yfritten. 

Ezra  Ti Gilliland  (seal) 

Jesse  H. Lippincott  (seal) 

iVitne^s 

John  c. Tomlinson- 


I 


/  ; 

AGREEMENT  ntado  this  2Sthtday  of  June 
1888,  by  and  between  EZRA  T.GILLII.Al'in  and  JESSE  H.LIPPINCOTT' 
both  of  the  City  and  State  of  New  York. 

V/HEREAS,  an  agreement  was  entered  into  between  | 
the  parties  hereto,  dated  the  27th. day  of  June  1888,  by  | 

which  the  said  Llppinoott  agrood  to  purchase  and  the  said  | 

Gilliland  to  sell  all  the  right  and  interest  of  the  said  i 
Gilliland  in  his  contract  v/ith  the  Edison  Phonograph  Company 
dated  the  88th. day  of  October  1887,  no\v  in  suppllinent  to 
said  agreement  between  the  parties,  and  in  consideration  of  I 
one  dollar  to  each  paid  by  the  other,  and  for  other  valuable 
cons Iderat ions  i 

IT  IS  AGREED  as  follows: 

First.  If  the  stock  of  the  Amorican  Phonog¬ 
raph  Company  is  issued  to  the  persons  fui’nishing  the  oapit-  ; 
al  to  said  Company,  i.e.  to  the  original  promoters  of  loss 

than  par,  the  said  Gilliland  instead  of  receiving  two  thous-j 
the  I 

and  five  hundred  shares  of  stock  of  the  said  Company  of  the  ! 

par  value  of  one  hundred  dollars  each  as  in  said  prior  con-  | 
tract  between  the  parties  hereto  provided,  shall  be  given  i 
by  the  said  Lippincott  two  hundred  and  fifty  thousand  dol-  | 
lars  worth  of  saicL  stock,  the  worth  of  the  stock  to  bo  fixed 
by  the  price  actually  paid  by  the  original  promoters, that 
is  to  say,  if  they  got  stock  at  fifty  cents  bn  the  dollar  : 
Gilliland  shall  receive  five  thousand  shares  instead  of 
twenty  five  hundred,  and  proportionately  if  a  different  | 

value  is  fixed.  j 


(1) 


Second.  Tho  said  liippinoott  rurt)iei’  agrees 
to  purchaso  from  tho  said  Gilliland  his  stock  in  tho  Amor-  i 
ioan  Phonograph  Company,  in  case  ho  oloots  to  sell  the  same  | 
to  the  said  Lippinoott  as  follows:  i 

One  fifth  of  said  stock  for  fifty  thousand  dol¬ 
lars,  in  cash  to  bo  paid  on  or  before  August  lot, 1838 
ono  fifth  in  cash  on  or  before  Soptomber  lBt.'18S8,  one  i 

fifth  in  cash  on  or  before  October  1st. 1888,  ono  fifth  in  i 
cash  on  or  before  Novombor  1st.  1888  and  ono  fi';  ;:h  in  cash  | 
on  or  before  December  1st. 1388. 

Tho  said  Gilliland  is  not  obligated  to  sell  tho| 
vvholo  or  any  part  of  his  stock  to  the  said  Lippinoott  but  Inj 
case  ho  eloots  so  to  do  tho  said  Lippinoott  is  obligated  to  ! 
buy  as  above  provided  tho  vrtiolo  or  such  part  tJiereof  as  tho  I 
'  said  Gilliland  elects  to  offer  him.  ! 

Ten  days  before  payments  are  to  bo  made,  tho  | 
said  Gilliland  shall  notify  the  said  Lipplncott  of  his  i 

:  intention  to  offer  the  same  t6  him.  i 

;  IN  WITNESS  YMEREOT'  the  parties  hereto  have  j 

:  sot  their  hands  and  seals  the  day  and  year  first  above  j 

I  'written.  [ 


!  Witness 


Eara  T. Gilliland  (seal) 


Chas.  P.  Bruch 


IWOW  AIL  ma  BY  THESE  PRESENTS,  that  I,  EZRA  T.  ' 
GILLILAND  of  tho  City  and  State  of  New  York,  for  and  In  con- i 
sideratlon  of  ono  dollar  and  other  valuable  considerations,  ; 
1  have  sold  transferred  and  assigned,  and  do  hereby  sell  | 

transfer  and  assign  unto  JESSE  H.LIPPINCOTT  all  my  right  I 
^  title  and  interest  in  to  and  under  a  certain  contract  enter- I 
0d  into  between  mo  and  tho  Edison  Phonograph  Company  dated  I 
tho  asth.  day  of  October  18S7  Provided  hov/ever  that  should 
tho  said  Lippincott  fail  to  purchase  the  stock  of  tho  North  ; 
American  Phonograph  Company  and  make  pannonts  therefor  as 
and  when  provided  in  a  certain  contract  entered  into  botwo:)n  | 
me  and  tho  said  Lippincott  &  dated  Juno  28th, 1SS8,  then  and  I 
in  case  of  such  default,  the  right  anri  interest  of  tho  said  i 
Lippenoott  shall  bo  only  such  as  the  amount  aotuall  paid  by  i 
'him  is  proportional  to  tho  sum  of  §250,000.  : 

IN  WITNESS  WHEREOF  I  have  hereunto  sot  my  hand 
iand  seal  this  17th. day  of  July  1888.  | 


Ezra  T. Gilliland  (seal) 


Please  take  notice  that  under  my  contract  \7ith 
you  of  June  28,1888,  I  desire  to  sell  you  l/s  of  my  stock 
in  the  North  American  Phonograph  Company  on  Aug.  1st, 1888, 
for  $50,000. 


E.T. Gilliland. 


j/)  / /-zur-d^ 


/^rp- 


A  G  R  )?.  r;  ,M  K  'r  I '.'.a  Re  t)tia  Ua-y  of  IGRR, 

lioLwoen  Tl'.orms  A.  !Misou  of  Llewellyn  Park  in  tJie  State  of 
Mow  .Jersey,  ilsi-ited  Stales  of  Aiaerioa,  party  of  t.Re  first  iia.rl, 
aiid  Meiuy  V.ll  lard  of  the  City  anil  State  of  Mow  York,  iJnl  lod 
States  of  Av.iorina,  party  of  Die  seeou'i  part. 

w  11  R  H  li;  A  S  the  party  of  the  first  part  has  reoentli 
isnilt  and  ennipped  a  1.abor;'.  tory  oontainijir;  overj'  faoll.ity  for 
snico'.tific  investifpit.iona  and  for  the  oonducl  of  expo  rimes',  ts 
and  is  about  to  ilevote  Ivinaelf  to  t)i«  oos.dnot  of  s’leli  Isivest- 
Is'fi  tions  aind  exporimetits  v/itli  the  view  of  m.akiSir;  Invesitiosss 
nsof’sl  ill  th.e  va.rloiis  arts,  and  to  that  eioi  is  desirous  of  sC'  ■ 
ouririsj  fisianoia.l  assistajiee  in  defraylur;  ll.e  expesusess  of 
ssioJi  isivestijjations  ajul  o  speriineiitS',  Asid 

w  U  15  R  15;  A  S  the  OT.Tty  Of  the  seoosid  psirt  is  desir- 
ous  of  aeouiring  .111  interest  in  as4d  inveiillons  as  the  party 
of  the  first  part  isay  make 

M  O  W  IT  IS  AO  H  !=:  R  0  A  .S  F  n  L  i,  n  w  S: 

FIRST.  The  party  of  the  first  part  agrees  tlifi-t  d'sriiig  the 
eon lis'.’ianoo  of  this  agreemejit  ho  w'il  1.  '.levoto  a,  large  port.lou 
of  liis  time  to  the  prosecution -i^d  IrA’cstigatiojS  and  experi¬ 
ments  upon  swell  uub.iects  as  in  his  opinion  afford  opportunity 
for  the  making  of  inventions  of  ooi.j.'iorcial  value  and  useful 
in  the  variou.s  arts;  and  that  he  will  keep 'the  party  of  the 
secojid  part  inforaed  of  the  progross  and  success  of  Ills  exper¬ 
iments  and  investigations,  and  will  notify  him  immediately  uj- 
on  any  invention  being  so  far  perfected  as  to  be  capable  of 


conne-coUl  iiit, reduction,  and  will  furnish  hi:;i,  if  rsquirud, 
wit/i  such  suecif Icuti ons,  d(JS':!i'i;>ti.on'>,  divv.vlnys,  inforc.iation, 
datH,  or  j.-.odc'ls,  as  uwy  Iv?  liooessaiy  for  tlie  full  niul  oo)?inltjte 
thereof, 

fJRC'iNih  I/.xiorti;itely  uuoi,  invi.-ntions  heln;;  iwide  by  t)ie 
uarty  of  tJuj  first  part  wldoJi  adriit  of  proteetioa  by  letters 
patent  J;e  sliall  promptly  cause  to  be  nreriared  and  filed  proper 
aprili nations  for  letters  patent  of  tlio  Mnitod  «t«.tss  .-usd 
such  other  countries  as  Ik?,  or  th(5  party  of  the  second  part, 
iiKij.'  deen  it  wise  to  obtuiji  letters  oaten  I  in,  but  nothljij; 
shall  be  done  in  the  way  of  procurin[i;  foreiipi  patej.ts  wliich 
will  in  any  v/ay  render  void  or  In.rit  the  tenn  of  letters 
patent  of  the  'imted  fltatos. 

If  any  inventions  j.iade  by  the  party  of  the  first  part 
are  of  such,  a,  character  as,  in  t);e  opinion  of  the  party  of  the 
second  part,  to  adinlt  of  better  orotcctioji  by  prosorvintj  the 
Invenlioi'i  as  a  trsde  secret,  tlien,  and  iji  siuch  cases,  tJie  nar* 
ly  of  the  first  part  alnill  make  and  deliver  to  the  parly  of 
tl;e  second  part  a  vrritten  s ta tei.ient,  sifpied  by  him  and  seltijitj 
forth  iully  the  iiatnre  thereof  and  the  manner  of  oneraliny 
or  usin;;  the  ...s.ie  in  such  clear  and  precise  tersis  as  to  enable,, 
tiy  one  skillcu  in  t.he  art  to  wliicli  said  inventioii  relates,  or 
to  vdiic.h  it  most  nearly  appertains,  to  use?  oji"  operate  the 
sjuse.  This  statoi.jent  sliall  be  oresoca'ed  secret  by  the  party 
of  tlic  second  part  and  not  disci  o-sed  to  any  one  save  only  a’.io)i 
person  or  persons  as  he  may  authorise  to  use  or  employ  the 
sfljfne,  ttceordinnr  to  the  provisions  of  this  agrocjnent. 


TiU'TO.  T?'.e  party  of  aocoud  part  fshaTl  be  >’<;aiie(.s  ta 
ova;  and  posseas  ».  ojia-ftfelf  Interest  l.«  all.  ef  the  ij.vHntior.s 
save,  rio);  as  are  Iierelaafter  Dontianied,  r.iaiie  by  the  party  of 
t)i«  fi.,rat  part  di-vritip:  the  e<Mitin".anoc‘  of  tints  agreej^Kt.  Ajid 
the  p;nny  of  tJ'.o  first  part  siiaTT,  v-jiseaevor  re’niestod  so  to  ■*} 
by  proper  inslr'jj.iifnt'i  ir;  vfrUins  transfer  ar.d  a.ssirn  to  the 
said  partye  of  l)i,e  second  part  an  undivided  one-lialf  inloreot 
in  sac!',  of  the  iriVonttoua  .aforesaid  and  in  any  letters  patent> 
privilitipeu  or  ?r!i..nc!;:i  ses,  >;r«Ated  In  any  covir.try  ypon  said 
Invent. iojis.  And  if  rocuested  sc  to  do  by  t!;ii  party  of  tl.e 
S'sc.-.jtd  part,  t.ijif  party  of  thio  first  part  sluU.l  .assign  to  him 
a  ona-.'  al  f  .i,ntorest  Iji  all.  apoli Wntlons  foi-  Vetters  patent 
that  b-.ay  he  filed,  a.nd  cause  tlie  said  patents  to  he  'p’^J-ted 
tiiereen  to  he  -issued  jo-intly  to  iiim  and  tiie  pa.rly  of  tJio  sec¬ 
ond  part, 

FfiriHTH.  -nic  party  of  the  second  part  )i»,ve  tiiu  sole 

rir-ht  to  det  riAino  vfh.at  inventions  of  the  party  of  tlic  first 
p.arl  sJiall  he  e.aploited  and  U-,o  najnner  in.srJsich  they  shall  ho 

A 

exploited.  If  lie  ffliall.  decide  to  sell  tJie  s;uae  ontrib'h.t  tise 
cojisldcration  to  fen  received  for  such  sale  shall  be  divided 
equally  and  in  bind  between  the  po.rties  hereto.  If  );e  .sJ.all 
decide  to  rrant  licenses  or  riijhts  to  others  to  use  said  in¬ 
ventions  t};e  coiisi deration  for  -sucJi  licoiuieii  s.hall  be  divided 
equally  bet-ween  the  parties  hereto.  If  the  party  of  the  soc- 
ojvi  part  should  deem  -it  profitable  to  ujidertaUe  the  csuiufacl- 
ur®  ajvd  sale  of  any  article  of  comiaerce  or  device  vdiioh  Is' co's'* 
efs'd  by  »!i  .invention  ifiJide  by  the  party  of  the  f-irut  part  or  i« 
to  bo  niwiufa.ctured  by  a  process,  K-Ksajin,  or  metliod  invented  by 


UA3A<«rtu6*vXf 

[.'.aiviif;'.  0  f.iirl  ji*;’  nnd  sueJl  firti-'lii  of  oo:, Tift  roe, 

•ioo,  he  ahaTI  ho  .-.no.vofl  to  troiisfor  mid  asolf^i  to  tho 
I  or  yirsoiiu  fr; riiishiiiir  such  oaptt.-i.l  a  4C'  per  ooiit  iii- 
■  in  ail  oil  liiveji  tioiio  ay  a  ooiialdoralloii  for  U;e  supplying 
'll  oapita'l.  Tlio  ronairanr  O'l  per  oont  to  iie  dividou 


hliiU;  tho  rlrlit  is  lioroliy  riven  to  the  ojirty  of  the 
part  to  decide  what  inventions  shall  he  exploited  and 
niier  of  exyloitinf;  the  sarr.e  lie  neve rtlieless  aj^ree's  to 
t  and,  advise  with  tJie  party  of  the  first  part  in  rnraJ''i 


Mh.om  d  the  party  of  the  first  part  i-e  of  opinion  th.at 
'.'cnticn  is  not  fi'jf ficiently  valnahle  to  justify  exploit- 
the  party  of  the  first  part  shall  have  tho  rif;hl  to 


n  interest  of  the  party  i 


^‘'•tpended  hy  liiu,  the  inar 


by  tj;e  party  of  the 


psrt  and  Psvil  tini;  in  suc.1'.  invention, 


deration  of  the  afore said  the  party  i 


lond  xiart  arrrReg  to  defray  all  th.e  expo 
first  part  incurred  in  the  condnet  of 


aenta  upon  such  subjects  as  inventions  relatlns  to 
ire  the  suhject  tna.lt.;.r  of  Hiis  a.sreeiiient-.  Uut  Is  ds;  < 
r'  agreed  tha,t  he  sliall  not  be  called  upon  to  pay  iiv  ai 
tr  for  such  purposes  on  aiaount  exceoding^^S.-  ■ 


inbefore  referroa  t.o. 


SIXTi!.  Anpoj) (loci'  lioroto  avi'.l  , narked  tilxlilhit  A  ia  a  7.isi,  of 

null j sots  upon  wliioh  the  party  of  the  flrat  part  Jiaa  coiidacted 
experiment  a  and  v/itl  oondiiot  experiments  with  the  view  of  wah- 
Inij  inventioiiS.  And  all  iiiventions  rel  atiip;  to  these  suhjeots 
are  to  he  assif^Tiable  to  tlie  party  of  the  second  part  under 
tliis  agreement.  The  party  of  the  first  part,  however,  will 
not  confine  liimself  to  the  subieots  mentioned  in  Sxldbit  A 
alone  but  will  eonduct  experiiiionts  upon  any  subiect  which  in 
his  ,iU(iGi::ent  afford  proraise  as  a  field  of  investigation  and 
experiinent. 

The  party  of  t)ie  first  part  being  at  present  obligated 
by  liis  existing  nontraots  on  certain  subject  matters  of  invcn* 
tion, it  ia  oxpresaly  understood  and  agreed  that  tliis  agreement 
shall  in  IjO  v/ay  affect  inventiojis  made  by  him  relating  to  the 
milling  of  ores,  the  plicmograpli,  tlio  teneplione,  tlie  electric 
light,  the  transmission  of  power,  and  the  duplicating  of  co¬ 
pies  by  the  making  of  stencils. 

GgVgKTi!,  Tliia  agreement  shall  coiitinue  in  force  for  a 
period  of  five  years  froia  its  aato,  but  the  party  of  l.lie  sec¬ 
ond  part  may  terminate  it  by  liotice  in  writing  of  thirty 
Jays  two  years  from  its  date  in  case  he  should  elect  so  to  do. 

groflTli.  The  party  of  the  second  part  may  associate  others 
with  him  in  the  performance  of  thioi.agrecment,  and  such  per¬ 
sons  so  associated  shall  enjoy  the  siime  lujnefits  and  he  sub¬ 
ject  to  the  same  liabilities  as  tliough  they  were  named  herein 
as  parties  of  the  second  part;  excepting,  however,  tliat  the 


(jiven  to 


L'  I, lie  second  pact  to  decide  \v)mt  inventiona  shall 
il  Olid  the  laauuer  of  exnloiliiitj  the  same  shall  bo 
the  party  of  tho  second  part,  and  if  other  par- 
liociated  with  Viija  iii  this  agreei-'ient  he  and  )ie  alone 
tin;  rirjht  of  docisioti  in  the  matters  referred  to, 
rcanon  of  the  especial  trust  ajid  confidence  the 
lies  in  said  party  of  the  second  part, 

vihijRninp  The  parties  hereto  iiave  hereunto  set 
and  seals  tho  day  and  year  first  above  written. 


i 


iicter^tion  of  the  said  agreement 


NOW  THEREFORE  in  eons 
and  the  further  consideration  of  Five  dollars  paid  to  the 
undersigned  before  the  execution  and  delivery  hereof , the 
said  undersigned  the  said  "Edison  Spanish  Colonial  Li^t 
Company"  has  granted  and  by  these  presents  does  grant  to  the 
Havana  Electric  Light  Company  an  exclusive  license  to  manu¬ 
facture,  sell  and  use  the  inventions  covered  by  the  follow¬ 
ing  Letters  Patent  of  the  Kingdon  of  Spain  for  the  terms 
thereof  respectively  within  the  territorial  limits  of  the 
Province  of  Havana, Cuba, viz: 

(Here  take  in  patents  ) 

With  full  power  and  authority  to  make, use  and  vend 
to  others  to  be  used  within  the  said  Province  of  Havana, Cuba, 
but  not  elsewhere,  the  inventions  aforesaid  to  the  end  of 
the  respective  terms  of  said  Letters  Patent, as  fully  and 
completely  as  the  undersigned  mig^t  or  could  use, make  and 
vend  the  same,  if  these  presents  had  not  been  made. 

Provided  hOTOver  that  the  said  Havana  Electric  Light 
Company  shall  have  no  right  or  authority  to  sell  any  in- 
vention  manufactured  by  *he  said  Provindejof  Havana, 

Cuba  for  use  outside  of  said  Province. 


MISCELLANEOUS  LEGAL  FILE 


1889 


MEMORANDUM  of  agreement,  between  the  Edison  Phonograph 
Toy  Manufacturing  Company  and  William  Hope  Dean  of  Toronto  ’ 
Canada. 

rirst.  The  Edison  Phonograph  Toy  fiampany  Manufacturing 
Company  agrees  to  give  William  Hope  Dean  an. exclusive  license 
jjto  sell  its  talking  dolls,  or  phonographic  toys  it  may 

ippldit,  for  the  Dominion  of  Canada  and  Newfoundland  for  a 
term  of  five  years.  (5). 


Second.  The  Edison  phonograph  Toy  Manufacturing  Company 
igrees  to  deliver  its  talking  dolls,  or  other  phonographic 
boys,  'ttjiv.its  factory  in  the  United  States  at  cost  including 
royalties. 

jjchird.  William  Hope  Dean  agrees  to  take  not  less  than 
||ten  thousand  (10,000)  dolls  per  year  for  a  period  of  five  years 

(and  further  agrees  to  pay  in  addition  to  the  cost  (including 
oyalties)  the  sum  of  one  dollar  ($1.)  for  each  doll. 

6s  ton  Pebrueuty  20th  1889. 

The  Edison' Phonograph  Toy  Mf. ,  Co. 
by  W.  .W.  Jacques 
President 


,  (Sgd.)  W.  H.  Dean. 


tlie  puT^ 

n«t 

postSof  such,  orgauiaatiou  wo  iwrcby  stuto  as  follows,  to-wil: 

Tim  namn  of  such  cormration  is.^A . ! . . 

^...1 

^ . jl _ 

reusLiUf^  '>ccrkA>  -  J!^ct.cy^ccic^  .  ..._  „  .__  _ 

,  TlmcapUalstochslu.UU..’^.../^ 

5, 

.  Tim  umouniof  each  slmreU..^^.^'  .> 

.  The  numher  of  shares . ././..iT  O 

The  location  of  the  principal  ofllrc  is  in  ^  ^  (y 

^  State  of  Illinois,  y,  / 

r. 

.  The  duration  of  the  corporation  shall  he . . years. 

^c^J/ 

_ 

'■y - 

State ^  Illinois, 

. 

!«■. 

X, . ..yI^.....I:.A 

aforesaici,  t 

...^JjJ^:L^.Lr^.L:!!::. . A.  D.  ISi 

/ 


,  do  harcly  certify  that  on,  IhtAJ 

ily  appeared  hefore  me 

'^pf  CL^CX:rCr~''L?,  7y?C<...t,6,4!nr- 


le  'P&vsonall^^oiuiv  to  1)0  tlio  same  i\^^ns  who  oxcoutccl  the  foro^om£  stcifernent,  aiK 
id  iJiat  tJtej/yieoiftcd'ihe  same  for  the  purposes  tUoreMset  forth. 

IN  WlTNJSSRJAtliEBEOF.  I  have  hcreunw  sot  idv  handMud  seal  Um  dan  and  vc 


[ATTACHMENT] 

Fees  paid, 

To  ISAAC  N.  PEARSON, 


COMMISSIO^BS  droll 

.cryv.. . 


Secretary  of  State  of  the  State  of  Illinois: 

^lorized  to  open  Books  of  Suhsenptionte-ihe  Capital  Stock  of 

. 


piorsuant  to  license  heretoforoissue&.lirnrinis  rlntn 

A.  D.  ISSL^,,,  do  Imrehy  report  that  they  opened  Boohs  of  Siohsoription  ti 
Company,  and  that  tire  said  stock  was  f tolly  siohscrilied;  that  tloe  followor 


izjWe,  the  undersigned,  hereby  severally  subscribe  for  the  momber  of  shares  set  opposite 


[ATTACHMENT] 


\  _ _ _ ^ _  ^  O' 


J>/y//y/mYa<uicEm/yj^^^  7ra  //^-  0)  (30‘//>y/^r^<y. 

_ _ — ^ -7^ 


Vyy — r-7' - ; 

^  y//y//,^/j>.ywyy^fMfy' ^iOMMyiuM//;U'ym//tyMyy/t^  ///f///y' 

^  y  nyY;//f/y//yyyu0y4/^^y^^^^^ 

- .  4€/y/myymfy ISAAC N.PEARS0N//4My^^^^^ 

?  — C0yy-^^-‘l--6:^-(iy-yy!2^  (Le.yj:/yY:f  //Ip7y  z:/^ 

I  ~ — r — —  . _ ■  ■  — j:!-  ^  ^  ' 

•^Sfzz/zzyy/z^y4y^/lm^^^  yU^y-y^ryT^—- 

"  y<:fyi^-^^4^y^^^^-—.yyy4zy^ml.yy4fz.izjy4/y. 


AGREEIdENT  made  by  and  between  the  EDJSON  GENERAL 
ELECTRIC  COl^PAlW,  a  corporation  organized  under  and  pursuant  to  the 
laws  of  the  State  ef  New  Jersey  and  having  an  office  for  the  transac¬ 
tion  of  business  in  the  City  of  New  Yorh,  hereinafter  called  the 
GENERAL  COMPANY*  party  of  the  first  part*  and  tHOMAS  ALVA  EDISON,  Of 
Llewelyn  Parh,  County  of  Essex,  State. of  New  Jersey,  paefty  of  the 
second  part. 

WHEREAS  the  General  Company  is  organized  for  the  pur¬ 
pose  inter  alia  of  carrying  o.n  the  business  of  developing  and  exploit 
ing  what  is  hnown  as  the  Edison  System  of  Electric  Lighting  and  of  man 
ufaoturing  the  various  apparatus  and  appliances  constituting  the  dif¬ 
ferent  parts  of  that  Astern  such- as  dynamo  electric  machiries,  mider- 
ground  conductors,  incandesoant  lamps  and  mimerous  other  rciiuiEite  de¬ 
vices  j  and  ■  •  ... 

WHEREAS  the  General  Company  recognizing  the  importance 
of  still  further  perfecting  and  oheapenlrtg  the  manufacture. installa¬ 
tion  and  maintenance  of; its  .said  electric  lighting  System,  desires  to 
avail  itself  of  the  experienoe,  skill  and  inventive  genius  of  the  said 
Edison  and  to  secure  his  active,  aid  and' co-operation,  and  desires  fur¬ 
ther  to  acquire  his  future  improvements  in  electric  lighting  for  the 
exclusive  use  of  the  General  Company  and  its  licensees;  and 

whereas  arfter  full  and  careful  consideration  arrange¬ 
ments  have  been  made  by  and  between  the  General  Company  and  the  said 
Edison  whereby  the  said  Company  secures  his  services  and  improvements 
as  aforesaid  for  a  period  of  about  seven  and  one-half  years  from  the 
date  of  this  agreement,  on  the  terms  ad^d  conditions  hereinafter  set 
forth: 

NOVf,  TiiEREEORE,  in  coasidoration  of  the  premises  and  of 
the  several  promises  mde  below,  the  parties  hereto  a^ee  as  follows: 

FIRST,  The  said  Edison  will  transfer  assign  and  set 
over  to  the  General  Company  any  and.  all  improvements  in  electric  light 
ing  which  he  is  now  engaged  ia:making  or  whichr  he  may  hereafter  make 
prior  to  the  first  day  of  September,  ia»8;'.  subject,  however,  to  any 
rights  of  the  Edison  Electric  Light,  Company  arising  out  of  existing 
contract  obligations  betweenrihat  Company  and  himself. 

SECOND.  As  considei’ation  for  the  aforesaid  promise  the 
General  Company  will. give  to  the  said  Edison  five  thousand  shares  of 
its  capital  stock  fully  paid,  of  the  par  walde  of  $500,000.,  and  the 
General  Company  further  afjrecs  that  as  regards  any  and  all  of  the  said 
Improvements  which  it  acquire  from  the  said  Edison  as  aforesaid  or 
use  by  authority  of  the  said  Edison  Eleetrio  Light  Company,  the  Gen¬ 
eral  Company  wiil.jiay.  to  .tLs.  said  Edison  such  sums  of  money  from  time 
to  time,  the  same  to  be  mutually  agreed  upon,  as  may  represent  or  be 
equal  to  one-fifth  of  the  profit,  saving  or  other  benefit  derivable  by 
or  accruing  to  the  General  Company  from  or  on  aujcount  of  such  in^rove- 
ments,.,and  the  General  Company  will  also  roinburse  the  said  Edison  for 
all  experimental  expenses  incurred  in  making  any  and  all  of  the  afore- 


said  improvemsntB  as  well  as  for  disbursements  incurred  in  procuring 
patents  therefor,  settlements  as  regards  atll  of  the  aforesaid  payments 
to  be  made  every  three  months.  Should  the  Con^any  and  the  said  Edison 
not  be  able  to  mutuetlly  agree  upon  the  sums  of  money  to  be  paid  to  the 
said  Edison  as  aforesaid,  the  same  shall  be  left  to  arbitration,  the 
Company  to  select  one'  abbiter,  the  said  Edison  to  select  another,  and 
these  two  arbiters  to  select  a  third,  uid  the  decision  of  the  said 
three  arbiters  or  of  a  majority,  of  them  to  be  final  and  binding  upon 
both  parties. 

THIRO.  fhis  agreement  implies  only.  to.  Horth  America 
and  South  America. 

IS  WITHESS  TSHEKEOF  the  said  Edison  has  hereunto  set 
his  hand  and  seal  and  the  cener;^  Company  has  caused  its  corporate, 
name  and  seal  to  be  hereto  affixed  by  its  proper  officers  thereunto 
duly  authorized,  at  the  City  of  New  7o^  on  the  .  day  of  March, 
1889. 


Edison  General  Electric  Company, 
by 


(Seal) 


Attest 


President. 


•Seoretary. 


(Seal) 


Witness  to  Mr.EdiSOn. 


1 


OI’I’IOE  OP  EDISOM  ELECTRIC  ILLUMINATING  COMPANY  OF  BROOKLYN. 
SPECIFICATIONS  ANE  CONTRACT. 


Brooklyn  April  2nd.  1889. 

The  undersigned,  the  Edison  Machine  V/orks,  a  corporation  or¬ 
ganized  and  existing  under  the  laws  of  the  State  of  New  York,  ■ 


and  having  its  factory  at  Schenectady,  N.  Y. ,  hereinafter  j 
called  the  Machine  Works^-  hereby  propose  to  furnish  all  mater¬ 
ial  for  undergrbuna;?^rr ‘Accordance  with  the  following  specif¬ 
ications  subject  to  hill  the  requirements  of  the  same,  to  the  j 
Edison  Electric  Illuminating  Company  of  Brooklyn,  a  corpora-  | 
tion  organized  and  existing  under  the  laws  of  the  State  of  J 
New  York,  and.  having  its  plant  in  the  City  of  Brooklyn,  in  the 
State  of  Nevf  York,  hereinafter  called  the  Illuminating  Company. 


SPECIFICATIONS  FOR  ALL  MATERIAL. 

®he  mateiial  proposed  to  be  furnished  for  the  undergrotind  sys¬ 
tem  of  the  Illuminating  Company,  is  to  include  mains  and  feedei 
ers  with  joints,  boxes,  clamps,  elbov«,  couplings,  junction 
boxes,  service  boxes,  compound  and  all  other  fittings  usually 
supplied,  in  accordance  with  the  following  list. 

MAINS. 

3175  ft.  #  80  Mains  @  $  .94  $  2984.50 

16350  ft.  #100®#  @  1.00  16350.00 

18600  ft.  120  "  @1.08  20088.00 

5700  ft.  150  "  @1.40  7980.00 


-6&60-ft.  200 
ft.  250 


1-60 

1.80  -zmeim-  : 

"2. 6a  252. 00 


51900  feet. 


.  $  60699*^0 . 


13700  ft.  #250x80  @  $1.68  $23016.00 

8880ft.  300x100  ®  1.84  16339.20 

4350  ft.  400x150  ®  2.60  10898.00 

2900  ft.  450x150  @  2.62  7598.00 

2650  ft.  500x200  @  2.80  7420.00 

300  ft.  600x200  @  3.10  930.00 

450  ft.  650x200  @  3.24  1458.00 


33:1^0 


2.^  ‘Sfl;  Four-tube  Safety  Catch  Boxes  $160.  $«a@e  SSOO 
25  Six-tube  "  "  "  $225.  $5625. 


/2^  Ten-tube 


SURPLUS  fit¬ 
tings. 


$S40.  $S5!a©. 


/SLfcS. 


$i44©©^vTO  I^Z/09,h 
Less  20;?  Discount  / 


Total  $afiee«©5-56 

Any  further  material  required  in  connection  with  this  work,  to  ! 
be  furnished  on  same  terms  as  this.  . 

All  tubing  is  to  be  the  latest  designed  by  the  Machine  Works, 
and  to  include  all  the  improvements  they  have  devised  for  the 
same  since  last  season.  Pipe  to  be  larger  size  than  formerly  j 
used,  and  extra  heavy,  and  to  be  of  unifrom  length.  ! 

A  surplus  of  all  fittings  usually  supplied,  including  compound  ^ 
joints,  safety  catches,  covers  for. junction  boxes, ,re«i*vi^e 


insulation 

OF  JOINTS. 


are  to  be  furnished  with  the  tubing,  free  of  extra 
expense.  These  fittings  to  be  on  liberal  average  of  Machine 
Works’  experience,  as  to  what  will  be  required. 

Any  fittings ^ot  vised  vdthin  one  year,  may  be  returned  to  the 
:  Machine  Work^dn  good  condition,  and  credit  be  given  for,  same 
to  Illuminating  Company, 

!  Means  are  to  be  provided  for  Insulating  each  length  of  tubing 
from  one  another,  by  placing  a  sleeve  under  coupling,  by  tap- 
ing,  japanning,  or  some  other  method  to  be  devised. 

\  It  is  understood  that  t'he  Machine Works  are  to  use  their  best 
\_endeavers  to  accomplish  this  in /some  effeclent  manner. 


;  as— I'^s'-TTET'Tiiie' 

NEUTRAL  All  neutral  rods  to  be  grooved,  in  order  to  designate  same,  in  ' 
RODS.  ;  mains. 

SAFETY  Full  set  of  Safety  Catches,  with  duplicates,  will  be  furnished 
CATCHES.  with  capacity  of  50X  in  acces  of  standard  ampere  capacity  of 

tubing.  Copper  connection,  withA^afety  fusee  in,  will  be  fur-  j 
ir  nished  in  place  of  this,  f  "  v/hore  desired* 


3 

DELIVERY.  All  material  to  be  delivered  P.  0.  B.  at  Schenectady,  but  no 

shipment  to  be  made  without  previous  directions  from  the  Illum¬ 
inating  Company,  and  special  arrangements  to  be  made  in  regard 
to  sectiring  special  freight  rates. 

All  tubing  to  be  held  by  the  ?jfaohine  Works,  free  of  all  storage] 
charges,  until  required  by  the  Illuminating  Company,  and  same 
not  to  be  used  for  any  other  purpose  v/hatever.  | 


JUNCTION. 

BOXES. 


TESTS  AND 
GUARANTEES. 


All  Junction  Boxes  to  be  of  the  latest  pattern,  with  insulated 
water-proof  cabj-es  i*unning  from  bus  to  end  of  stub. 

Binding  posts  in,:  Junction  Boxes  for  pressure  wires,  to  have 
more  substantial  connection  than  formerly,  similar  to  telephone 
connections. 

All  mechanical  faults,  due  to  oonsti’uotion  or  laying,  developedj 
in  service  during  a  period  of,  not  exceeding,  one  year,  to  be' 
made  good  at  sole  expense  of  the  Machine  Works.  , 

All  tubes  to  show,  under  test  by  any  v/ell  knovm  method,  an  in¬ 
sulation  of,  noj  less  than,  one  megohm  (?)  per  mile,  above 
ground;  test  to  be  made  at  such  time  and  place  as  the  liluminat 
ing  Company  may  direct,  and  to  be  made  by  a  joint  representa*>i 
tive  of  the  Machine  Works  and  Illuminating  Company. 


The  old  tubing,'' purchased  by  the  Illuminating  Company  in  1887 
is  to  be  taken  off  their  hands  by  the  Machine  Works,  and  the 
amount  paid  for  s^e,  namely  $  11697.58  (  Eleven  thousand,  Six 
hundred  and  Ninety-seven  dollars  and  Eifty-eight  eents)  is  to 
be  credited  to  the^fllu^Jiating  Company  on  accofint  of  new 


I' 


4 

The  basis  of  the  price  for  tubing  is  to  be  the  latest  stan¬ 
dard  price  list  of  the  Machine  Works,  for  this  season,  from 
which  a  discount  of  20^  is  allowed,  in  accordance  with  the 
above  memorandum,  in  addition  to  which  the  usual  cash  discount 
will  be  allowed.  The  Machine  Works  agree  that  the  above  price 
is  no  greater  than  price  now  charged  by  them,  to  any  other 
regularly  organized  Edison  Illuminating  Company  in  the  United 
States. 


DATE  OE  Tubing  is  to  be  finished  as  rapidly  as  possible,  consistent  | 

DELIVERY.  with  good  v/orkmanship  in  manufacture;  deliveries  are  to  com¬ 

mence  by  May  1st.  1889  and  to  be  made  promptly  as  tubing  is 
required  for  laying,  all  of  the  tubing  to  be  delivered  on  or  i 
before  June  let,  1889, 

INSPECTION.  It  is  understood  and  agreed  that  the  Illuminating  Company  shall 
have  the  privelege  of  inspecting  the  tubing,  during  process 
of  manufacture  and  on  comraetion,  and  that  the  authorized  In¬ 
spector  of  the  Illuminating  Company  shall  bo  afforded  all  fac¬ 
ilities  for  making  testa.  It  is  understood  that  he  shall  '  i. , 
in  no  way,  unreasonab^  (  :•  hinder  the  Machine  Works  in  their 
work,  any  further  than  is  absolutely  necessary.  j 

Any  points  in  question  that  may  arise  are  to  be  mutually  ad-  j 
justed  by  ““«ferenc^l^t^e|n';^g^  G9n^  of  the  Ilium-  ' 

mating  Company  and  ilT^Ass.  General OJanagor  of  the  Machine  I 
V/orks,  and  if  they  are  unable  to  agree  upon  a  mutual  under¬ 
standing  of  the  matter,  it  is  to  be  referred  to  a  third  party,  I 
to  be  selected  by  them.  i 


SPECII’ICATIONS  FOR  LAYING  TUBING. 


The  Illtuninating  Company  is  to  provide  a  suitable  place  for 
storage  of  tubing  and  all  other  material  in  connection  with 
the  same,  for  ready  delivery,  as  required  by  the  Machine  Works  ' 
for  laying,  also  to  have  facilities  there,  for  cutting  of  tub¬ 
ing  and  making  such  repairs  as  may  be  necessary.  The  Machine  - 
Works  to  furnish  all  tools  and  machines  necessary  in  connection 
vfith  said  v/ork.  j 

The  Illuminating  Company  to  do  all  carting  and  delivery  of 
tubing  between  storage  ware  house  and  place  of  laying,  at  such 
points  and  times  as  they  may  be  required.  The  Machine  Works  tc 
be  responsible  for  safe  disposition  of  tube  v/hile  in  their  ^ 
charge  at  tlie  trench. 

All  regialar  laying  to  be  done  in  the  day  time,  during  regular 
working  hours,  except  in  special  cases  where  it,  is  necessary  ^ 
to  do  it  at  other  than  this  regular  time.  The  work  done  af 
other  than  this  time,  to  bo  only  such  as  is  necessitated  for 
crossing  of  streets,  or  for  some  other  extra  cause,  which  can-  I 
not  be  done  during  regular  houi?s.  These  special  cases  to  be 
mutually  agreed  upon  between  the  representative  of  the  Machine 
Works  and  that  of  the  Illuminating  Company. 

The  Illuminating  Company  to  furnish,  without  delay,  all  permits 
for  opening  of  streets,  so  as  to  cause  no  delay  in  laying  of 
tubing,  said  permits  to  be  furnished  without  delay,  upon  re¬ 
quest  by  the  representative  of  the  Machine  Works. 

The  active  prosecution  of  the  laying  of  the  tubing,  consistent' 
with  good  workmanship,  is  to  be  first  considered,  and  the  Il¬ 
luminating  Company  will  take  such  steps  as  to  prevent  all  pos¬ 
sible  delays  or  hindrances,  owing  to  lack  of  permits  . 

All  excavating  and  refilling  of  trenches,  to  be  done  by  the 
Illuminating  Company  or  their  Contractor,  also  cutting  and 
placing  creosoted  plank  v/here  required.  f 

Machine  Works  to  make  service  connections  at  iTiiiim  liiiiiii^^IJiJiiuLi^ 
where  specially  required  by  the  Illuminating  Company, 

It  is  understood  that  only  such  connections  will  be  made  as 
are  absolutely  necessary  at  time  of  laying.  The  Illuminating  : 
Company  to  do  all  other  work  in  connection  with  service  other  : 
than  connecting  into  service  boxes,  and  to  furnish  said  ser- 


0 


6 

vices.  The  Machine  Works  to  do  all  work  in  connection  with 
laying  of  tubes,  other  than  herein  specified  and  to  turn  the 
same  over  to  the  Illuminating  Company  complete,  in  every  res¬ 
pect,  and  ready  for  turning  current  on  to  same. 

Machine  Works  to  make  all  tests  necessary,  during  and  after 
laying  ,  to  have  the  system  perfect,  in  every  respect,  and  to 
remove  all  faults  that  may  develop  during  laying,  also  to  have 
their  representative  there  until  station  is  started  and  current 
turned  on  to  system,  it  being  understood  that  this  period  is  ^ 
to  be  during  this  summer. 

The  Machine  Works  to  further  guarantee  that  the  underground 
system  is  laid,  free  from  all  faults,  for  a  period,  not  exceed¬ 
ing  one  year,  after  said  "laying  is  completed. 

Any  tubing  or  material  proving  defective  in  this  work,  shall  bi 
replaced  by  others,  which  shall,  in  like  manner,  be  isted, 
said  replacing  being  done  at  the  sole  charge  and  expense  of  the' 
Machine  Works.  ' 

The  Underground  system  of  tubing  to.  be  laid  in  such  streets 
and  lanes  in  the  City  of  Brooklyn  4s  is  directed  by  the  Illum¬ 
inating  Company. 


TESTING  AND 
LAYING. 


The  laying  and  testing  to  be  done  under  the  direction  of  the 
authorized  representative  of  the  Illuminating  Company;  he  is 
to  be  afforded  all  facilities  for  making  said  test,  and  to  be 
extended  all  due  courtesy  in  regard  to  the  general  super¬ 
vision  of  the  v/ork. 

It  is  fully  understood  that  the  Illuminating  Company  does  hot 
desire  to  interfere  or  hinder  the  Machine  Works  in  the  rapid 
prosecution  of  the  work,  but  only  to  protect  themselves  against 
defective  v/ork  and  material. 

It  is  further  understood  that  the  Machine  Works  shall  j  [ 
replace  defective  material  with  good,  but  chaH-til-a  i 
iirrttT3Tmg--DMptfiy--foT^^ 


INSULATION  ,,  The  insulation  of  the  underground  system,  when  made  complete, 
OE  SYSTEM.  ,  shall  not  be  less  than./£ri)|9,ohms,  this  to  be  an  insiilation  of 
n  li  the  system  as  a  whole,  -.each  seotiohor-  to  test  out,  not  less 
!:  than  Ohms  per  mile. 


7 

GENERAL  It  is  further  understood  that  any  onuission  of  minor  details 

CLAUSE.  from  these  specifications,  will  not  be  considered  sufficient 
cause  for  doing  the  work  other  than  in  a  complete  manner,  and 
it  is  to  be  generally  understood  that  the  Machine  Works  are  to 
make  this  system  the  most  complete*  in  every  respect,  possible 
and  to  include  all  their  latest  devices  and  means  that  they 
have  made  on  the  underground  and  to  have  the  work  done  under 
the  general  charge  of  one  of  their  representatives,  who  shall 
be  thoroughly  competent  to  do  such  v/ork. 


Respectfully  submitted 


EDISON  ELECTRIC  ILLUMINATING  COMPANY  OP  BROOKLYN. 


General  Manager. 


To  the  Edison  Electric  Illuminating  Co.  of  Brooklyn. 


Gentlemen; - 

V/e,  the  undersigned,  propose  to  furnish  the  above 
material,  as  stated  in  specifications  for  same  and  in  accord¬ 
ance  with  the  conditloi^  thereof,  for  th^sm  of 
(One  hundred  and  tiwS^^-^Wusaud,  Eightmuidred  dollars  and 
Sf4y-six  cents)  less  the  amount  standing  t.o  your  credit  on 
payment  formerly  made  for  tubing,  which  is  $11097?58  (Eleven 
thousand, _Six  hundred  and  Ninety  seven  dollars  and. Eifty-eight 
cents).  We  also  propose  to  do  laying  of  the  tubing  in  accor¬ 
dance  with  specifications  for  same,  for  the  sum  of  Thirteen  ' 
(13)  cents  per  foot  for  mains,  and  Fifteen  (15)  cents  per 
foot,  for  feeders,  estimated  amount  of  laying  to  be,  approxi- 
■mately  51900  feet  of  mains  and  3S230  feet  of  feeders. 

N.  y.,  this 


^  WITNESS  our  hands  and  seals,  at  Schenectady, 
■^■7  day  of  April  1889. 


EDISON  MACHINE  WORKS. 


ATTEST. 


President. 


Secretary. 


To  the  Edison  Machine  Works. 

Gentlemen;- 

In  accordance  with  action  of  the  Executive  Com¬ 
mittee  of  this  Company/  the  the  above  propositions  are  hereby 
accepted. 

EDISON  EIECTRIC  ILLUMINATING  COMPANy  OF  BROOKLyN. 


ATTEST. 


President.  j 


Secretary. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT 

C 

Tiin  North  American  Phonograph  Company 


The  Pumpelly  Storage  Battery  and 
Electric  Motor  Company. 

C  • 


gktJVCClUCHt,  iniido  this  20th  tUy  of  Miiy,  A.  D. 
1889,  by  nncl  between  Tins  Noni'n  Ameiiioan  PiioNpaitAPU 
CoMP,VNi,  n  coiporiition  duly  oigaiiizod  under  the  Laws  of 
the  State  of  Now  Jersey,  party  of  the  first  part,  and  The 
Pumpelly  Stoiiaob  Batpeiiy  &  ELEOi'nio  Moron  Company, 
a  corporation  duly  orgauinod  under  the  laws  of  the  State  of 
Illinois,  party  of  the  second  part, 

IVitnesselli ; 

PinsT :  Tho  party  of  the  first  part  agrees  that  so  far  as  the 
uses,  necessities  and  requirements  of  its  business  and  its  . 
arraugomonts  and  contracts  with  its  various  Sub-Companies 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


and  Agents  and  its  agveeinonts  with  its  grantors  and 
licensors  will  permit  it  will  during  the  period  of  one  year 
from  the  date  of  this  ngroement,  use  and  cause  to  bo  used 
tho  Secondary  or  Storage  Electric  Batteries  mnnufaetured, 
owned  and  controlled  by  the  party  of  tho  second  part  in 
preference  to  any  otlio-  Secondary  or  Storage  Batteries. 

Second  ;  Tho  party  of  tho  first  part  Inrtlior  agrees  that  it  ''3^ 
will  on  or  before  tho  tenth  day  of  each  month  give  notice  to 
the  party  of  the  second  part  of  tho  number  of  Such  Batteries 
that  tho  party  of  tho  second  part  will  bo  required  to  deliver 
during. tho  succeeding  month. 

Tiiiiid  :  Tho  party  of  tho  second  part  agi’cos  that  it  will 
deliver  all  Secondary  or  Storage  Batteries  ordered  by  tho  i 

party  of  tho  lirst  part  free  on  board  cars  at  tho  place  of 
manufactiire  at  tho  following  prices  :  i 

Eor  Batteries  of  a  capauity  of  150  ampere  hours  S7.60 
each  ;  for  Batteries  of  a  capacity  of  190  ampere  hours  S8.‘25  (T 

each  ;  for  Batteries  of  n  capacity  of  210  ampere  hours  39.00  ^  ! 

each.  All  tho  colls  of  said  Batterio.s  to  bo  of  Two  volts  elec-  j 

trio  motive  force.  Payments  to  bo  made  by  tho  party  of  tho  ; 

first  part  on  or  before  tho  20th  day  of  each  month  for  aU  I 

Battoiies  received  by  tho  party  of  tho  lirst  part  during 
previous  mouth.  i 

Eodhtu  ;  Tho  party  of  tho  second  part  further  covenants  i 

and  agrees  and  warrants  that  it  will  keep  all  Batteries  sold  ! 

and  delivered  under  this  agroomout  in  good  working  order  ; 

and  condition  for  and  during  tho  period  of  ten  yeara  from  ^ 

tho  date  of  delivery  thoieof  and  that  whenever  during  said  j 

period  of  ton  years  any  Battery  or  part  of  a  Battery  shall  I 

wear  out  from  actual  and  legitimate  use  it  shall,  upon  its  re-  ! 

turn  to  the  party  of  the  second  part,  bo  replaced  by  a  now  : 

Battery  or  part  of  a  Battery,  free  of  charge  by  the  party  of  j 

tho  second  part.  'When  any  Battery  or  part  of  a  Battoiy  i 

shall  bo  broken  or  rondored  ineireotivo  by  tho  carolcssnoss  I 


or  uogloot  of  tho  party  of  tho  firet  part  or  any  party  to  whom 
tho  party  of  tho  first  part  shall  have  sold  any  such  Battery, 
then  tho  same  shall  bo  replaced  at  tho  expense  of  tho  owner 
of  said  Battery  ;  and  tho  party  of  tho  second  part  further 
agrees  that  a  card  or  momorandum  embodying  tho  aforesaid 
guarantee  and  warranty  shall  accompany  each  Battery  do-, 
livorod  to  tho  party  of  tho  first  part,  and  that  tho  benefit  of 
such  guarantee  and  warranty  shall  follow  oaoh.  Battery  and 
vest  in  tho  purclmsor  thereof  upon  tho  sale  thereof  by  tho 
party  of  the  first  part.' 

Eirrii :  Tho  party  of  tho  second  part  further  agrees  that 
during  tho  continuance  of  this  agreement  it  will  not  sell  any 
Secondary  or  Storage  Batteries,  or  cause  the  .  same  to  bo 
sold,  to  any  of  tho  Sub-Companies  or  Agents  noting  under 
authority  of  tho  party  of  tho  fiist  part,  nor  to  any  person, 
persons  or  corporations  using  maohiuos.  Phonographs  or 
_  Phonograpii-Graphuphonos  which  have  been  sold  or  leased, 
'U  or  may  horenftor  bo  sold  or  leased  by  tho  party  of  tho  fii-sf 
part  or  any  of  its  Sub-Companies  or  Agents,  o.xcopt  through 
tho  party  of  tho  first  part. 

Sixth  ;  And  tho  party  of  tho  second  part  further  agrees  at 
its  own  expense  to  defend  tho  jiarty  of  tho  first  part  against 
any  and  all  suits  for  infringemonts  by  reason  of  tho  posses¬ 
sion,  leasing,  use  or  sale  of  said  Secondary  or  Storage  Bilt- 
tories  and  to  pay  all  final  judgments  rendered  in  such  suits 
and  to  protect,  indemnify  and  save  harmless  tho  party  of  tho 
first  part  by  roasou  of  any  damages  which  it  may  suflbr  or 
,  -  sustain  by  reason  of  any  proceedings  at  law  or  in  equity  which 

V.  may  bo  brought  against  tho  party  of  tho  first  part  by  reason 

of  tho  possession,  use  or  sale  of  said  Secondary  or  Storage 
Butteries. 

Jii  witness  whereof,  tho  parties  hereto  have  caused  this  in¬ 
strument  to  bo  o.xocutod  each  by  its  proper  olHcors  and  each' 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


liiia  oausacl  its  corporate  seal  to  be  hereto  nflixed  the  day 
mid  year  first  above  written. 

[L.  s.]  The  Nonxii  AatEniOAN  PnoNoaiiAni  Co. 

By  Jesse  H.  Lipwnoott,  Brest. 


Attest: 

Geo.  H.  Bitzwilson, 

■  Seoy. 


O' 


The  Pumpelly  Stoiiaoe  Baii'ehy  & 
Eleotbio  Moion  Co. 

[L.  s.]  By  Adneb  Cbossman,  Pres. 

Attest : 

H.  K.  Tenney, 

Seoy. 


o 


[20512] 


License  Aeroement 


Edison  Phonograph  Toy 
Manufacturing  Company 
to 


Thomas  A.  Edison. 


I 


■TiICEJIflR  AGRK5-!li0JT  made  ?,hiB  first  day  of  July, 
lUaO,  l>y  and  botwoon  the  EDISO!!  PKOT.'OGI^APM  TOV  .MAIlin'ACO’JR- 
IITG  COMPAijy,  a  corporation  oryaniaud  wdor  tho  Lav.'s  of  tho 
Stat.o  of  .".aino  arKl  having  a  uunol  pi  no  o  of  biicinono  in  tliu 
City  of  Routon,  Co'-tnon wealth  of  ;ia!i:jRch'.isctts,  party  of 
tlio  first  pnrt,  i-md  'fUOMAR  AliVA  EDISOH,  of  llevrellyn  Parle, 
ntato  of  ;jov;  Joi’soy,  pa-’ty  of  tho  ooeond  pijrt. 

\V  H  H  R  li!  A  S,  the  party  of  tho  first  p.'U't 
itt  oii,r;nf;o(l  in  tJ'io  Imsinor.s  of  prranotinr:  ftl’.o  introduction 
and  uso  of  phonof;itiphio  dolls,  toy:;,  :aid  toy  rifjurca,  and 
in  couioctioii  witli  tho  onid  buBinGsa  ha.<3  aoquii'ed  rlGhts 
undor  oortain  contracts,  rofoi'onoc  to  v/hitzi  is  now  made 
for  nro.ntor  pfs-tlcitlai-ity,  as  follovm,  to  v/it:  An  a2i*co- 
ment  nr.’do  Ootobar  let,  1?A:7,  betwaon  Thomas  A.  ICdiooa  and 
Lowell  C.  Brisco  and  Williitn  \7.  Jaoquoa,  v;hi  di  nsroomait 
war,  osoisnGd  to  Uic  ptrty  of  tho  first  port  by  tho  said 
Brigi;u  and  .Tacquo;;,  by  insl.riuoort t  in  writiii,"  datud  April 
4th,  l-'!f.S;  an  acrocment  nndo  iloyo/ibi^r  HOth,  1887,  tilso 
bor.\vocn  tCliom.'si  A.  Edison  and  Lowell  C.  Hrigi;o  end  Willi cn 
W.  Jaoques,  vfhiiih  nerooment  v;:;o  asol/ened  to  tho  pa'ty  of 
tho  first  p^'t  by  tho  said  ilriggs  atid  Jacques,  by  instm- 
mont  in  vn-iting,  dated  llovcmbor  lOtli,  188S;  on  acrooinor*-, 
made' of  oven  date  horowith,  to  v,-i.t,  July  1,  1880,lgctv/oen 


I 


Thomas  A.  Edison  and  tho  said  Edison  Phonograph  Toy  Mam- 
fao tuning  Company;  and  two  agroomonts  also  made  Jtily  lot, 
1889,  one  thereof  being  betvfeen  the  North  Amorioan  Pho-  '  ; 

||  nograph  Company  and  the  said  Edison  Phonocraph  Toy  Hanu-  j 
;  faoturing  Company,  and  tho  other  being  between  tho  Edison  I 
PhonogrE^ih  Compgny  and  the  said  Edison  Phonograph  Toy  i 

.  Manufactui’ine  Company,  tho  said  agreements  relating  reopoc- | 
tively  to  certain  patent  ri^^ts  touching  phonographic  ■  I 
dolls,  toys,  and  toy  figures,  in  Canada  and  in  tho  United  i 
:  States;  and  '  j 

i|  WHEREAS,  the  party  of  tho  first  part  is  j  -• 

ll  tho  owner  of  certain  Letters  Patent  of  the  United  States  j 
:  granted  to  the  aforesaid  William  W.  Jactiues,  covering  a  | 
combined  dcill  and  phonograph,  and  nunbered  respectively 
;  383,290,  and  400,851,  and  also  of  certain  Letters  Patent  j 

I  and  applications  for  Letters  Patent  in  various  foreign  I 

:  countries  covering  similar  inventions;  and  j 

■  '  I 

WHEREAS,  the  party  of  tho  first  part  ! 

,  proposes  by  this  instrument  to  grant  to  the  party  of  tho  | 

II  second  part  an  exclusive  license  t o  raanitfaoture  phonograph-i 
||  io  dolls,  toys,  and  toy  figures,  under  authority  given  to 

I  the  party  of  the  second  part  by  the  aforesaid  agreonents, 
i|  as  well  as  under  the  aforesaid  patents  ,  and  under  any  and 

II  all  other  rights,  privileges  or  patents  appertaining  to  tho 
Ij  said  subject  matter,  which  the  said  party  of  the  first  part 
|l  has  horetoibre  acquired  or  may  hereafter  acquire  at  any 


time  during  the  oontinuanco  of  this  agreement; 


IT  0  YT,  THEREFORE,  in  consideration  of 
the  mutual  promises  herein  made,  and  of  th’e  s^im  of  One  Dol-  i 
|j  lar  in  hand  paid  by  each  of  the  parties  hereto  to  the  other,! 
receipt  whereof  is  hereby  acknowledged,  the  parti es  hereto  | 
declare  and  agree  as  follows,  that  is  to  say; 

FIRS  T;-  The  party  of  the  first  part  hereby! 
agrees  to  grant  and  hereby  does  grant  to  the  party  of  the  I 
second  part  tho  solo  and  oxoliisive  right  in  all  parts  of  ; 

,  the  world  including  the  United  States  and  Canada  and  all 
othai’  countries,  to  manufacture  the  inventions  and  improve¬ 
ments,  and  more  ospooially  tho  phesiographs  or  speaking  ma- 
chines  applicable  to  dolls,  toys,  or  toy  figures,  together  ! 
with  the  accessories  to  adapt  phonographic  mechanism  to  tho  | 
said  dolls,  toys,  or  toy  figures,  describoi  in  and  covered  i 
by  (a)  the  several  agreements  and  patsits  sot  forth  in  the  | 
above  recitals  hereto,  or  (b)  any  future  agreements  which  | 

;  the  party  of  the  first  part  may  make,  or  (c)  any  otha?  in-  ! 

,  ventions  or  patents  whlcli  the  party  of  the  first  part  has  ! 
i|  heretofore  acquired  or  may  hereafter  acquire.  I 

I 

5  S  B  C  0  IT  E;-  The  party  of  the  second  part 

:!  agrees  to  manufacture  the  aforesaid  phcnographic  mechanisms 
!!  and  the  various  devices  and  apparatus  used  in  connection 
!  thorewith,  and  the  supplies  therefor,  under  the  license 
I  above  given,  and  to  deliver  tho  same  to  tho  party  of  the 
|i  first  part  at  the  actual  cost  of  manufacture  plus  twenty 


per  centum  thereof,  the  said  cost  of  manufaotexre  to  include  ■ 
coat  of  labor,  material  and  general  expense,  and  included 
in  general  expense  shall  be  five  per  centum  of  the  said 
jj  aggregate  cost  of  labor  and  material,  for  depreciation  of 
plant.  All  deliveries  shall  be  P.  0.  B.  as  regards  places  | 
of  manufacture  where  the  freight  car,  boat,  or  other  means  ! 
of  freight  transportation,  can  be  loaded  vrithin  the  factory  ' 
grounds  or  enclosure,  but  as  regards  factorlos  where  the 
depot  or  other  spot  of  shipment  is  outside  of  the  factory  i 
limits,  so  that  trucking  or  drayago  is  required,  un  addi¬ 
tional  and  usual  charge  therefor  may  bo  made.  | 

T  H  I  R  D:-  V/ithin  ono  month  aftor  the  date  i 

hereof,  the  party  of  the  second  part  shEdl  submit  to  the  ' 

party  of  tho  first  part  standard  models  of  the  principal 
articles  of  phonogTi^hlc  mechanisms  covered  by  this  agree-  | 
ment,  the  same  to  be  prepared  by  him  at  the  expense  of  the  J 
party  of  the  first  part.  Should  those  models  not  be  sat-  i 
isfaotory  in  any  respect  to  the  party  of  the  first  part, 
and  should  any  disagreement  of  any  kind  'whatsoever  arise  i 
^  betv/oen  the  parties  hereto  as  regards  tho  preparation,  coin-  i 
I  ponont  parts  or  cost  of  the  said  models,  or  othapwiso,  it 
:  iSiall  bo  left  to  arbitration  as  provided  for  in  the  Tenth 
section  hereof.  After  such  standard  models  shall  have 
boon  fixed,  triplicate  sots  thereof  shall  bo  made  by  the 
party  of  the  second  part  at  the  expense  of  the  party  of  tho 
first  part  and  one  of  those  three  sets  shall  bo  deposited 
with  each  of  tho  parties  hereto,  and  the  third  sot  Bh^l 
4 


revi’.ain  in  tho  cuetody  of  tho  party  of  the  second  part  for 
the  purpose  of  being  deliver ed  by  him  to  any  person  or  cor¬ 
poration  to  whom  or  v/hich  ho  may  hereafter  assign  tho 
jj  rights  to  manufacture  given  by  this  license  as  hereinafter 
i  provided  for  in  the  Eleventh  seotion  hereof.  After  such 
standards  shall  have  boon  determined  as  aforesaid,  all  sim-  ' 
ilar  articles  of  mechaniams  thereafter  manufactured  under 
the  provisions  of  this  instrument,  shall  in  all  respects 
:  conform  thereto,  and  no  substantial  changes  shall  be  thore- 
;  after  made  v/horoby  articles  or  mechanisms  shall  be  made  to 

i  vary  from  tho  said  models,  without  the  consent  of  both  par- 
;  ties  hereto.  In  case  it  becomes  deslrttble  at  any  future 

!'  time  to  vary  tlie  said  models,  or  to  create  additional 
;  models  relating  to  othG'.-  parts  of  tho  bvisiness  ooverod  by 
:  tills  lioonso  agreement,  tho  party  of  the  second  part  shall 
prepare  the  same  at  tho  or.penso  of  tho  party  of  the  first 
;  part,  and  triplicate  sots  shall  be  medo  of  all  such  fl^^th0^ 
or  in^roved  standards,  the  same  as  provided  for  above,  to 
be  disposed  of  in  a  corresponding  manner.  In  the  event  of 
any  dispute  arising  touching  tho  necessity  for  such  further 

!|  standards  or  ohmgos  in  existing  standards,  and  as  regards 

!i  .  ■  ■ 

fl  any  details  of  the  same,  and  the  cost  of  the  same,  such 

i;  disputed  points  shall  be  loft  to  arbitration  as  provided 

ii  for  in  tho  tenth  section  hereof. 

j  E  0  U  R  T  It:-  The  party  of  the  socemd  part 

I:  shall  always  employ  in  the  manufacture  of  .all  the  articles 
herein  provided  for,  tho  best  and  most  modern  appropriate 

!!  5 


I 


maohlnory  and  methods  and  the  bast  appi-opriate  materials, 
and  shall  also  possess .  proper  and  adcq^iate  facilities  for 
such  manufacturing:,  and  in  case  any  diapvito  evor  arises  bo-  : 
tween  the  parties  hereto  ton  oiling  the  provisions  of  this 
section,  it  shall  be  left  to  arbitration  as  hereinafter  1 
provided  for.  Yftienevor  under  the  provisions  of  this  sec¬ 
tion  or  under  the  provisions  of  the  next  preceding  third  | 
section  hereof,  the  party  of  the  second  part  shall  find  it  | 
necessary  or  bo  required  to  abandon  old  tools  and  machinery, I 
and  to  procure  ne.'/  tools  and  mac hin ary,  the  allov/anoe  or 
compensation  to  bo  given  the  party  of  the  second  part  in 
that  re&ard'  shall  be  limited  to  its  loss  on  tools  thus 
abandoned,  such  loss  to  be  dotcjrminod  by  arbitration  if 
need  be. 

j?  I  IP  T  H:-  The  extent  to  v/hioh  the  manufac¬ 
ture  of  art.iolos  covered  by  this  agreement  is  to  be  oarriod 
on,  shai.l  be  regulated  by  the  requirements  of  the  party  of 
the  first  part  as  indicated  by  its  firm  orders,  subject, 
however,  to  the  following  restrictions,  that  is  to  say; — 
V/ithin  one  calendar  month  from  the  date  of  this  instrument, 
or  as  soon  thereafter  as  standard  models  may  have  been 
fixed  as  provided  for  in  the  third  section  hereof,  the 
party  of  the  first  part  shall  give  to  the  party  of  the  sec¬ 
ond  part  its  fim  order  for  the  delivery  of  five  hundi’ed 
complete  toy  phonograph  meohttnisms  por  diem,  the  said  order 
to  continue  in  force  for  a  period  of  not  less  thsn  three 
months  from  the  date  of  the  beginning  of  delivery  there- 
6 


I 


vavder,  and  snch  dollvei’y  to  bofi'ir.  not  latoi'  tbran  one  month 
fi'om  t’le  datfj  of  sneh  ordoi-. 

Shoi’.ld  the  pai-ty  of  tho  first  part  desire 
||  eithoi’  to  inorea.'so  oi‘  diminish  the  aforesaid  tl;ailir  amount 
^  of  output,  after  tho  expiration  of  tho  said  th'.’oe  montlis, 
it  Ghsdl  servo  written  notice  to  that  effect  upon  tho  party 
of  the  sec  aid  part  at  least  six  v/eeks  before  the  expiration 
of  tho  SsTid  throe  months  mtd  at  least  six  v/ooks  before  tho 
date  v/hon  siicii  increase  or  diminishinf;  of  otitput  is  to  tdite 
effeetj  and  should  tho  party  of  tho  first  pai-t  desire  at 
:  any  time  or  times  thereafter  to  af'ain  roepfLato  the  amount 
,  of  the  daily  output,  six  v/eoks'  written  notice  thoi’oof 
'■  shall  also  bo  serval  vipon  the  party  of  the  sooend  part;  j 
ssid  the  party  of  the  secend  part  agrees  to  at  any  time  in¬ 
crease  the  said  daily  output  by  at  least  an  additional  out¬ 
put  of  five  hundral  per  diem,  or  to  decrease  the  then  out¬ 
put  if  a  doerease  be  roepairod,  upon  the  oxjiiratlon  of  six  | 
i  v/eeks  from  the  date  of  tho  receipt  of  stxoh  written  notice.  I 
It  is  anticipated  that  tho  articles  to  be  manu-  ! 
faoturod  hereunder,  v/ill,  as  soon  as  they  are  manufactured,  i 
:  be  immediately  packed  and  shipped,  and  at  no  time  shall  the  | 
I!  party  of  the  second  part  be  required  to  carry  in  its  store-  I 
I  rooms  a  greater  nimbor  of  said  artiolea  than  an  aocumula- 
li  tion  of  one  week.  .Should  the  said  articles  acoumulate,  as 
is  hero  suggested,  the  party  of  the  second  part  sh^l,  at 
,  tho  end  of  the  said  period  of  one  v/eek,  have  the  right  to 
:  make  shipment  of  the  same  to  tho  party  of  the  first  part, 

7 


I 


I 


at  Itn  hoadqtrartei’s  in'tho  Oit.  y  of  Boston,  or  at  ouch  other  I 
place  ao  the  said  party  of  tbo  first  part  may  indi-cate,  | 
the  aaicl  nhipmonts  to  be  male  in  the  same  insnnor  and  the 
|i  ijeods  tl-Ms  shippal  to  be  paid  for  in  the  same  way  aa  pro- 
>  vidod  for  or  oust.cmai’y  toaohins  the  shipment  -under  firm  or-  | 
,  dors  at  the  time  or  tiriios  in  question.  \ 

S  I  X  5.’  11:-  At  the  expiration  of  each  calendar  | 
:  mon-th  the  party  of  the  second  part  shall  render  to  the  par-  i 
'  ty  of  the  first  part  a  statement  of  the  articles  manufac-  I 
tured  under  this  aft-reomont  durlnfi;  the  said  calendar  month, 
and  the  party  of  the  first  part  asrees  that  v/i-khin  fifteen  I 
days  after  receiving  such  statanont's,  it  will  pay  to  the  | 

party  of  the  socond  part  the  full  amount  thereof  for  the  i 

month  immediately  preceding  stioh  paymait,  payments  to  be  : 
based  on  articles  actually  shipped,  including  shipments 
made  under  the  last  cla^^se  of  the  fifth  section  hereof,  and  ; 
if  said  pajments  are  not  .promptly  made,  the  party  of  the  j 
second  part  may  at  will  discontinue  inanufactm’ing  hereunder.! 

The  party  of  the  second  part  shall  have  the  j 
;  right  to  examine  the  books  and  office  records  of  the  party 
||  of  the  first  part,  for  the  purpose  of  verifying  the  afore- 
ii  said  statements. 

||  seven  T  H;-  It  is  ccntenjjlat  ed  that  all 

Ij  the  manufacture  herein  provided  for  shall,  at  least  for  the 
||  present,  be  carried  on  in  the  United  States,  both  for  do- 
||  mestic  and  export  business,  but  the  party  of  the  second 

:|  8 


I 


I 


part  rGaorvoF!  t}io  rij-ht  tn  carry  on  the  ns.id  rnaimfaotiirins 
in  swell  other  countries  and  to  sucVi  extent  in  Ruoli  several 
countries  as  )io  may  froiii  time  to  t line  deem  dosirnblo,  it 
boinn  undorotood  that  the  second  party  shall  as  rof.;ards  all 
manufacturine  in  all  foroi{;n  countries  oonply  in  all  re-  j 

speots  v;ith  the  laws  of  those  countries.  As  regards  any  | 
countries  v/hoso  lav/n  rnaico  it  necessary  to  carry  on  therein  j 
the  manufacture  of  the  articles  heroin  referred  to,  the  | 
second  party  agi-oos  to  establish  factories  in  all  such  I 

countries  sufficient  to  supply  tlio  trade  therein  in  such  i 
substantial  manner  as  is  provided  for  by  this  anreemont, 
and  in  case  of  any  dispute  on  this  point,  it  sh;ill  bo  left  | 
to  arbitration.  IT  tlio  second  party  ohould  foil  to  eotab-  | 
lish  factories  in  such  countries  within  a  reasonable  time  j 
ai'tor  tho  first  party  demands  it,  the  first  party  shall  it-  | 
self  have  tho  riglit  to  establish  factories  in  such  eciun-  | 

tries,  or  license  others  to  do  so,  but  in  no  evait  shall  | 

tlie  prodtict  of  such  factories  bo  oxi^rted  beyond  the  boon-  I 
darios  of  the  several  countries  in  question.  I 

Save  and  except  as  above  provided  for,  tho  |. 

party  of  the  second  part  v/ill  not,  during  the  contlnuanco 
of  this  agreement,  license  or  authorize  any  other  party 
vfliatsoovm’,  save  and  except  as  provided  for  in  the  eleventh 
section  hereof,  to  manufacture  any  of  the  articles  herein 
provided  for,  in  any  part  of  the  world,  it  being  the  inten¬ 
tion  of  this  instrument  that  the  sole  and  exclusive  license 
to  manufacture  any  and  all  meohanisins,  aoceseories,  and 
9 


I 


othcsf  ai'-tield's  covorod  by  t)iis  incstrumoiit,  shall  belong  to  I 
tho  party  of  the  soocsid  part.  '  | 

Id  I  G  IT  T  H;-  SSiould  the  first  party  find  it  i 
ij  deoli’ablo  to  canplote  at  the  factory  or  factories  of  tho 
SGccmd  party,  its  phono  fa*  aide  le  dolls,  by  attaohing  to  the 
;  phonofiraphio  niaohcnismB  and  nccossorios  hei’oin  provided  for,! 
tho  othor  parts  of  tho  said  dolls,  that  is  to  say,  the  | 
heads,  amis  and  lo^o,  tho  see  aid  party  will  at  the  request  | 

:  of  the  first  party,  provide  proper  rooms,  facilities  and  ; 

;  labor  therefor,  to  suoli  extent  as  the  party  of  the  first  j 
part  may  require,  chwginB  therefor  only  such  sums  as  are 
proper  and  usual  in  such  casns,  tho  same  to  bo  detorminod, 
in  case  of  disapreemon t,  by  arbitration  as  hereinafter  pro-  , 
:  video,  for,  but  suoii  cluu'ces  aro  not  to  be  oensiderod  as  a  i 
part  of  tlie  cost  or  manufacturer ’ s  price  of  phonographic  j 
inochanisms  and  articles  as  provided  for  in  tho  second  sec- 
tion  h  oroof .  | 

M  I  N  T  H:-  Kie  party  of  the  first  part  agroes 
::  that  it  v/ill  hereafter  from  time  to  time  when  requested  so 
to  do  by  the  party  of  the  socoid  part,  eicecutc  such  other 
!i  and  further  grants,  licenses,  or  otha-  agreements  in  writ¬ 
ing,  as  may  be  reasonably  necessary  or  requisite  t  o  more 
li  fully  carry  out  the  true  intent  and  purposes  of  this  agme- 
ment. 

ii  T  IT  H  T  H:-  In  case  any  disagi’ooment  should 


10 


if  tho 


I 

arise  bolr.vcon  -the  parties  hereto  relative  to  any  o 
provision s  hereof ,  it  shai.l  bo  left  to  arbiti’ation,  each  | 
party  to  mil e  one  arbitrntoi’,  and  those  t'yo  to  select  a 
thim,  and  the  decision  of  tlio  majority  of  the  said  three 
arbitrators  shall  bo  final  and  bindl-n.'i:.  In  case  the  mat¬ 
ter  in  dispute  relates  t  o  mamifacturln'j  or  to  any  subject 
of  a  mcohenloal,  electrical  or  scientific,  nature,  the  said 
arbitr.atars  shall  bo  chosen  frun  exports  familiar  vfith  such  I 
EUbj  acts. 

E  L  E  V  3^  11  'j  II Ti^is  license  or  any  of  the 
riKhts  oonneotal  horev/ltli  may  bo  assiRnod  by  the  party  of 
tlis  second  part  at  v;ill  to  any  ooJT'Oration  or  oorporations 
in  ivliioliho  ovarin  at  the  time  of  such  assigmont  at  least  a 
rnajoidty  of  the  capital  stoob,  and  siidi  asr.itrnment  or  as- 
siKiimonts  sliall  continue  for  the  loni^th  of  time  provided  j 
for  thoroiin  unless  tlio  party  of  the  second  part  shall 
tli.oroaftor  at  any  tino  during  Inis  life  cease  to  own  a  ma¬ 
jority  of  the  said  c,^ital  steolc  as  above  provided  for,  in 
T;hiclT  case,  tliat  is  to  say  upon  his  ceasln/i:  to  o\7n  during 
his  lifctiTrio  a  majority  of  the  said  capital  stocb,  the  as- 
si/jnnont  to  such  corporation,  as  to  which  such  default  oc¬ 
curs,  may,  if  the  party  of  the  soomd  part  bo  than  alive, 
bo  toimiln.ated  at  the  option  of  tlio  party  of  the  first  part 
upon  giving  six  months  v/ritten  notice  thereof  to  tlio  party 
of  the  second  part  and  to  his  said  assignee.  iVlisnoyer  any 
assignnent  is  made  as  aforesaid  it  shall  be  subject  to  all 
of  the  privileges  and  burdens  herein  provided  for,  so  far 


11 


i 


I 


aa  t,ho  opjne  may  bo  applicable  to  s^idi  assiRnoo.  .  I 

T  W  IJ  L  I'  U’  K:-  Unlesa  aoonor  toi-mjjiat ed  as  ! 

heroin  provided  for,  t.hia  af-roumont.  shall  eontinuo  in  fonoo  j 
llclnrin-  tho  lifo  ol’  any  and  all  f-ranta  or  lioonsea  or  pat- 
:  ents,  rolatinf^  to  phono(i;raphic  dolls,  and  toys,  or  to  the 
aocessorios  thereto,  or  to  supplies  therefor,  now  in  oxist- 
onoe  or  hereafter  "ranted  and  nov.  or  herc'aft.or  belonging  to 
:  or  cartrolled  by  the  pai’ty  of  the  fii’st  part,  oithoi*  in 
whole  or  in  part. 

I  i;  v:  I  -r  U  33  H  S  V/  H  H  R  33  0  P  the  party  | 

:  of  the  fiivjt  part  by  auTihority  of  its  Board  of  directors,  I 
,,  and  the  pai-ty  of  tb.o  see  and  part,  by  lika  authority,  have  ! 
diercunto  sevorally  Ciwsed  their  corporate  names  and  seals  | 
to  bs  horrento  affixed  by  their  proper  offioors. 

Bene  at  the  City  of  TIow  York,  State  of  Hew  York, 

United  States  of  Amorica,  on  the  day  and  year  first  above  | 

:  named.  i 


12 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT 

Jesse  H.  Lippixcorr 

The  North  American  Phonograph  Company, 


Thomas  A.  Edison. 

€■ 


^IJfeClUCUt  ninclo  this  twoiity-second  clny  ot  July, 
1889,  between  Jesse  H.  Lippinco-it,  The  Noutii  Ameiiioan 
PnoNOOiiAPii  Company,  lieieiiiafter  called  the  Company,  and 

TiiOa^fas  a.  EdisOaV. 

ffitlUSltkViltiOH  of  the  in-einises  niul  also  of  the 
^  sum  of  One  Dollar  in  hand  paid  by  each  of  the  parties  here¬ 
to  to  the  other,  the  receipt  whereof  is  hereby  acknowledged, 
it  is  agi-eed  ns  follows,  that  is  to  sny  : 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


ing  iiiclobtotliioss  of  the  snid  Liinniieott  to  tlio  said  Edison, 
to  tliu  nmomit  of  8176,000,  is  hereby  canoolled  and  nmiiillod, 
ns  of  the  date  thereof,  and  tlio  said  Edison  liorol)y  re-delivors 
to  the  said  Lippinoott  the  eorlnin  11,860  shares  of  stoelc  in 
tlio  Edison  Plionograpli  Company,  together  with  the  certain 
0,100  shares  of  stock  in  tlio  capital  of  North  American  Pho- 
nograpli  Company,  referred  to  in  tlio  said  iigrcomont,  and  tho 
said  Lippincott  hereby  ackiiowlodges  tho  receipt  thereof. 

Second  :  Eoforring  to  a  oortain  purposed  piircliaso  of  what 
is  Itnowii  ns  tlio  Honionway  stock,  for  822,600,  tho  said  Edi¬ 
son  is  hereby  released  from  any  and  all  obligations  to  piir- 
ehnso  the  said  stock,  and  tho  said  Edison  hereby  consonts 
that  tho  said  Lippincott’s  indoblednoss  to  him  may  bo  re¬ 
duced  by  that  amount,  that  is  to  say  from  887,600  to  806,- 
000,  witli  interest  on  tho  latter  amount  from  December  1, 


Tiiinn :  Tho  indebtodnoss  of  tho  said  Lippincott  to  tho 
said  Edison,  being  fixed  at  805,000  ns  aforesaid,  with  interest 
thereon  at  the  rate  of  six  per  contnm  per  anmini  fi'om  Do- 
eombor  1,  1888,  a  promissory  note  is  to  bo  given  therefor  at 
the  time  of  tho  oxeention  of  this  instrument,  dated  Decem¬ 
ber  1,  1888,  payable  October  31,  1880,  fixed,  at  No.  100 
Broadway,  New  York  City,  with  interest,  tho  said  note  to  be 
made  by  said  Lippincott,  and  to  bo  eiidorsjd  by  the  said 
-Company',  and  tho  said  Edison  hereby  nckiiowi^lgcimiTrve- 
ceipt  of  tlio  said  notejrom,  tlio  sni^Lipin^cjdt. “'Said'  Lip- 

nnicntt  w),n  c1,„1I  I.ni.n  11 . :,1  --to  bofoiO  mil- 


POUIITII :  Tho  said  Lippincott  having  delivered  to  the  said 
Edison  simultaneously  with  tho  execution  of  this  agreement, 
11,850  shares  of  stock  in  tho  Edison  Phonograph  Company, 
as  security  for  the  payment  of  tho  aforesaid  iiromissory  note 
for  805,000  ,with  interest,  tho  receipt  of  which  shares  of 
stock  tho  said  Edison  hereby  acknowledges,  it  is  agreed  that 


tho  said  Edison  shall  hold  tlio  stook  ns  Isocurity  for  tho  pay¬ 
ment  of  the  said  note,  with  full  voting  power  tliorooii,  niid 
that  in  tho  event  of  default  in  tho  payment  of  tlio  said  note, 
tho  said  Edison  shall  have  tho  right  to  realize  upon  tho  said 
•security  by  solliiig  the  same  at  either  public  or  private  sale 
as  ho  may  think  best,  and  after  deducting  from  tho  proceeds 
tho  amount  of  tho  said  Lippincott's  iiidebtodiicss  to  him,  as 
heroin  provided  for,  shall  account  to  tho  said  Lippiiioott’for 
any  surplus,  if  any,  ronmining  over. 

/n  Il  iVncss  ir/mreo/,  tho  said  Lippincott  and  tho  said  Edison 
have  horoiinto  sovornlly  sot  their  hands  and  seals,  and  tho 
said  company  has  caiisod  this  instraiiiont  to  bo  oxociitod  in 
its  corporate  name  and  its  corporate  seal  to  bo  horoto  allixod 
by  its  proper  oilicors  thoroiinto  duly  authorized,  the  said 
ngi'ooniont  being  for  oonvunionoo  executed  in  lliroo  like  parts. 
Done  at  tho  City  of  Now  Y'ork  on  tho  day  and  year  lirst 
above  nniiiod. 

■Witness  to  Mr.  Lippincott :  Jesse  H.  Limxoo'n’.  [i,.s.] 

Sam’l  Insull. 

The  Noirrii  Ajieiiican  PnoxoonAPii  Cojifany, 

By  Jesse  H.  Lippincoit, 
President. 


T110.MAS  A.  Ed:son.  [seal.] 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT 


Jesse  H.  Lii’pincott 


Thomas  A.  Edison. 


gtflVCC  incut  inndo  this  30tli  clay  of  July,  1889,  between 
Jesse  H.  LippiNoorr  and  TiiojtAS  A.  Edison. 

Wheiieas,  the  said  Lipiiincott  is  largely  interested  in  a 
.  ^  certain  corporation  known  ns  the  North  American  Phouo- 

/  graph  Company,  and  for  the  purpose  of  increasing  the  value 

of  stock  of  the  Company,  and  thereby  increasing  the  value 
of  the  said  Lippincott’s  holdings  thereof,  he  desires  to 
make  eertnin  arrangemeuts  with  the  said  Edison  ns  sot 
forth  below,  ■wbereby  the  said  Edison  will  promptly  and 
continuously  devote  a  oortaiu  portion  of  his  time  to  invon- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


tious  niitl  improvoinonts  in  plioiiogriiphs,  for  tlio  benefit  of 
the  said  Coinpiuiy : 

^plU,  in  consiclerntion  of  the  promises 

and  also  the  snm  of  One  dollar  in  hand  paid  by  eaeli  of  tlie 
parties  hereto  to  tlio  other,  tlio  receipt  whereof  is  hereby 
_  aoknowlodgod,  it  is  agreed  as  follows ; 

FliiST : — Whoroas  a  certain  oontraot,  dated  August  1, 1888, 
has  horotoforo  boon  made  by  and  between  the  said  Edison, 
the  said  Lippincott,  and  the  said  North  American  Phono- 
gi’aph  Co.,  whereby  in  the  fouith  section  thereof,  the  said 
Edison  agreed  to  assign  to  the  said  Company  without 
furtlier  compensation  any  invontion  or  improvement  made 
by  him  within  iiftoon  years  from  the  said  August  1,  1888, 
upon  tho  thou  existing  phonograph  ;  and  wlioreas,  the  said 
Lippincott  desires  to  interest  tho  said  Edison  largely  as  n 
stockholder  in  tho  said  Conipaii}’,  so  that  it  will  bo  for  liis 
greater  personal  advantage  and  benefit  to  make  inventions 
and  improvements  ns  aforesaid,  whereby  not  only  will  tho 
general  value  of  tho  stock  of  tho  said  Phonograph  Company 
1)0  increased  but  tbo  holdings  of  the  said  stock  owned  by 
tho  said  Lippincott  and  tho  said  Edison,  sovoinlly,  will  also 
correspondingly  incroaso  in  viduo;  and  whereas,  on  the 
urgent  request  now  mado  by  tho  said  Lippincott  and  for  tho 
purpose  of  bouofittiug  him  individually,  as  above  sot  forth, 
tho  said  Edison  is  willing  to  take  a  prompt  and  active  in¬ 
terest  in  ranking  such  inventions  and  also  to  agree  to  give  a 
certain  specified  part  of  his  time  thereto :  Now.  Thoroforo 
tho  said  Edison  hereby  agrees  that  in  addition  to  tho  time 
which  ho  has  nli^ady  devoted  since  tho  date  of  tho  said  con¬ 
tract  of  August  1,  1888,  to  in  volitions  and  improvoinonts  in 
plionographs,  ho  will  give  such  a  further  amount  of  time 
thoroto,  that  tho  total  time  thus  given  by  him  to  such  in¬ 
ventions  and  improvonioiits,  botween  August  1, 1888,  and 
August  1, 1890,  shall  amount  to  substaiitially  one  half  of  his 
entire  time,  and  ho  further  agicos  that  for  at  least  three 


years  thoronftor,  that  is  to  say,  until  August  1,  1893,  ho  will 
make  tho  said  subject  of  inventions  and  improvements  in 
plionographs  a  matter  of  regular  and  assiduous  thought  lind 
experiment  so  far  as  ho  can  reasonably  do  so  without  intor- 
foring  with  his  other  oiigagomonts  and  duties,  it  being,  how¬ 
ever,  distinctly  undeistood  that  nothing  herein  oontainod 
shall  entitle  tho  said  Edison  to  make  any  claim  against  the 
said  Lippincott  for  any  remuneration  touching  either  sorviees* 
or  outlay  in  coinieotioii  with  his  said  dflbrts,  save  and  except 
as  heroin  provided  for. 


Second  ; — IVlioroas,  in  tho  various  agreoraonts  heretofore 
made  by  and  between  the  said  Edison  and  the  said  North 
American  Phonograph  Co.,  whereby  tho  latter  Company  has 
acquired  all  of  tho  certain  invoiitioiis  horotoforo  made  by  tho 
said  Edison  in  phonographs,  no  provision  has  been  mado  for 
tho  acquiring  by  the  said  Company  of  any  invontions  or  im¬ 
provements  made  by  him  between  tho  dates  of  July  17, 1888, 
and  August  1,  1888,  which  omission  it  is  now  intended  by 
(_]  this  instruineiits  to  provide  means  of  correcting,  tho  said 
Edison  hereby  agrees  that  he  will  at  any  time  hereafter  when 
requested  to  do  so  by  the  said  Lippincott,  execute  such  cus¬ 
tomary  instrument  of  assignment  ns  may  bo  necessary  to  give 
to  tho  said  North  Amorioau  Phonogniph  Co.  tho  said  rights 
to  nequiro  his  invontions  and  improvements  relating  to 
phonographs  made  between  tho  said  dates  of  July  17,  r888, 
and  August  1, 1888,  ns  they  have  already  acquired  prior  and 
subsequently  to  tlio  said  dates. 

TiiiitD : — IVhoroas,  the  said  Edison  has  heretofore  given 
the  said  Lippincott  the  benefit  of  valuable  advice  and  siig- 
^  gostions  in  coniiootion  with  the  formation  and  promotion  of 
the  said  North  American.  Phonograph  Co.,  which  services 
the  said  Lippincott  desires  to  recognize  and  of  his  own 
accord  to  voluntarily  oompeiisato  tho  said  Edison  adequately 
therefor;  biow, ,  Therefore,  in  consideration  thereof,  and  ns 
further  consideration  for  tho  promises  herein  made  by  tho 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


said  Edison  in  tiio  two  proooding  piirngriiplis  of  tliis  instru- 
mont,  tlio  said  Lippincott  lioi’ol)3Migi'oes  that  upon  tlio  oxo- 
oution  of  tliis  ngioomont  by  Mr.  Edison,  lio  will  hand  and 
deliver  to  tho  sjiid  Edison  a  uortiiieato  of  fully  paid  stock  of 
tiio  North  American  Phonograpii  Co.,  iu  tho  name  of  tho 
said  Edison,  to  tho  amount  of  (1,100  shares  thereof,  that  is 
to  say  of  tho  par  value  of  SO  10,000.,  and  Mr.  Edison  hereby 
aoknowlodgos  the  receipt  of  said  oortifioato,  to  wit,  oortifioato 
No.  ,  dated  1881),  for 

0,100  shares  as  aforesaid,  made  out  iu  the  name  of  tho  said 
Edison. 


Eouiith  ; — It  is  agreed  that  tho  said  Edison  receives  tho 
aforesaid  0,100  shares  of  stock  on  the  follo''’i''rr  cop-Vt'-ms 


fa;  It  is  tho  intention  of  the  said  Lippincott  to  pub¬ 
licly  oiler  for  sale  within  tho  next  four  or  five  months  ! 

enough  of  the  capital  stock  of  tho  said  North  American 
I  honogiaph  (.0.  to  realize  iu  cash  fioiii  tho  sales  thereof  A 
at  least  tho  sum  of  81,000,000.,  on  or  before  December  I 

31,  1889. 

(h)  Tho  said  Lippincott  has  not  yet  decided  at  what  ‘ 

price  ho  will  oiler  tlio  said  stock  to  tho  public  ns  afore¬ 
said,  but  it  is  assumed  for  tho  junposes  of  tiiis  agree- 
iiiuiit,  that  the  imco  will  not  bo  less  tliiin  .$25.  per 

fc;  If  tho  said  stock  is  not  oTered  in  public  in  the  ' 

customary  manner  touciiiug  what  is  known  ns  bringing 
out  companies,  prior  to  December  31,  1880,  or  if  before 

that  date  the  said  stock  is  olTorod  iu  public  as  aforesaid,  ’  ^  ^ 

at  a  leas  avorago  price  tiian  S26.  per  sliaro,  or  if  enough  ®  ,  i  V.) 

of  the  said  stock  bo  not  sold  by  the  said  Lippincott  on 

or  before  Dooembor  31,  1889,  to  realize  in  cash  by  that  : 

date  tlio  sum  of  81,000,0(10.,  thou,  that  is  to  say,  in  I 

either  of  tho  said  three  events,  the  said  Edison  simll  on  . 

December  31,-1889,  acquire  tlio  absolute  ownorsbip  of.;  ' 


5 

the  said  0,100  shares  of  stock,  as  his  own  personal 
property  free  and  clear  of  any  and  all  claims  oii  tho 
part  of  tho  said  Lippincott  or  of  any  person  claiming 
under  or  through  him,  and  iu  tlio  event  of  tho  said  stock 
being  oilured  to  tho  iniblio  ns  aforesaid  at  a  less  avorngo 
price  lliaii  826.  per  share,  tho  said  Lippincott  shall  on 
or  before  December  31,  1889,  give  to  tbo  said  Edison 
an  additional  amount  of  tbo  said  stock  to  tho  end  that 
tho  said  Edison  may  have  and  possess  such  a  inunber 
of  slu'ires  which  valued  at  tho  aforesaid  average  selling 
price  of  loss  than  $25.  per  share,  shall  aggregate 
8162,600. 

(dj  It  tho  said  slock  is  prior  to  Docembor  31, 1889, 
ollbrod  to  tho  public  at  a  price  averaging  in  excess  of 
825.  per  share,  and  if  enough  of  tho  said  stock  is  pur¬ 
chased  by  public  subscription  or  otherwise  so  that  the 
not  proceeds  thereof  received  by  the  said  Lippincott, 
between  Doc.  1,  1888,  and  Decombor  31, 1889,  shall 
aggregate  in  cash  at  least  81,000,000.,  tho  said  Edison 
will  rotiirii  tho  said  Lippincott  a  certain  portion  of  tho 
said  0,100  shares  of  stock,  tho  said  proportion  to  bo  de¬ 
termined  as  follows,  to  wit ;  Tho  sum  of  8152,600.  shall 
bo  divided  by  tho  said  averngo  jirico  at  which  tho  said 
stock  is  offered  to  the  public  as  aforesaid,  and  the  quo¬ 
tient  resulting  from  tho  said  division  shall  represent  the 
number  of  shares  which  said  Edison  shall  be  allowed  to 
retain  and  possess  ns  his  own,  and  the  bahuico  shall  be 
returned  to  tho  said  Lipiiiiicott,  that  is  to  saj-,  for  illiis- 
tralion,  if  tho  subscription  price  to  tho  public  should  bo 
at  tho  average  rate  of  $90.  per  share,  and  the  said  sub¬ 
scription  sbould  bo  paid  for  to  tho  nggroguto  amoiint  of 
81,900,000.  in  cash  within  the  aforesaid  limited  time,  by 
December  31,  1889,  the  said  Edison  shall  retain  1,094 
shares  of  tho  said  stock,  and  shall  deliver  1,400  shares 
thereof  to  the  said  Lip))incott,  and  it  tho  said  stock 
siiould  bo  offered  to  tho  public  at  a  price  varying  from 
tho  said  890.  per  share,  but  at  an  averngo  price  in  ex- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


pj 


6 

cess  of  $25  por  slmro,  tlio  nmoiuit  of  stock  to  bo  retained 
by  the  said  Edison  ns  well  ns  the  nmount  to  bo  dolivorod 
to  tbo  said  Liirpinoott,  shall  bo  dotoruiinod  in  like 

WImt  is  meant  by  nvoriigo  price  is  tbo  quotient  ob¬ 
tained  by  dividing  the  aggregate  sales  (total  gross 
amount  of  sales)  by  the  number  of  slinros  sold. 

( ej  The  said  Edison  slmll  have  full  voting  power  on 
tins  stock  while  it  remains  in  his  possession  ns  herein 
provided  for.  Should  the  said  Lippiuoott  prefer  to  sell 
the  stock  referred  to  in  this  section  at  private  sale  in¬ 
stead  of  at  publio  sale  ns  above  provided  for,  ho  shall 
have  the  right  to  do  so  subject  to  the  conditions  im¬ 
posed  heroin  as  regards  publio  sale. 

In■^\'^lncss  ll'/icreof,  the  parties  hereto  have  severnlly  to 
this  instrumout  set  their  bauds  and  seals,  the  same  being 
executed  for  convouienco  in  two  like  parts.  Done  at  the 
Laboratory  of  Thomas  A.  Edison,  Orange,  New  Jorsoj’,  on 
the  day  and  year  above  named. 

Witness  to  Mr.  Lippinoott.  Jesse  H.  Lipi'in'coti’.  |  l.  s.] 
S.  B.  Eaton. 

Witness  to  Mr.  Edison.  Thomas  A.  Edison,  [seal.] 

Sam'l  Insull. 


©onsitlcVlltlDU  of  the  sum  of  One  Dollar,  by 
each  of  the  parties  to  the  forogpiiig  instrument  to  the  other 
in  baud  paid,  tbo  receipt  whereof  is  boreby  acknowledged, 
it  is  mutually  agreed  by  and  between  tbo  said  Jesse  H.  Lip- 
pineott  and  tbo  said  Tbomns  A.  Edison,  tbo  parties  to  tbo 
said  foregoing  agreoniont  of  July  30tb,  1889,  that  tbo  time 
of  porforinanco  of  tbo  covenants  and  conditions  in  said 
(j)  ■  agrooment  containod,  and  of  eueb  of  tbein,  bo  and  tbo  same 
boreby  is  extoiided  up  to  and  including  tbo  Eirst  duv  of 
April,  1890. 

In  Vilnem  W/tercof,  tbo  parties  hereto  have  severally  to 
this  instrument  sot  their  hands  and  seals,  the  31st.  day  of 
Docoinber,  1889,  at  the  City  of  Now  York. 

Witness  to  Mr.  Lipiiincott.  Jesse  H.  Lipi'incott'.  Tl.  s.l 
H.  W.  SurpsoN. 

Witness  to  Mr.  Edison.  Thojias  A.  Edison,  fi.  s  I 

A.  0.  Tate. 


o 


[ATTACHMENT] 


This  defect  was  corrected  by  an  agreement  dated  July  30  1889,  made 
b  between  yourself  and  llr,  Lippincott,  by  which  you  agreed  to  as¬ 
sign  to  the  North  American  Phonograph  Company  your  inventions  and 
improvements  made  betvfeon  the  dates  of  July  17,  1888  and  Au^ist  1, 
1888  {  at  the  time  of  writing  my  opinion  of  Nov,  12,  1890,  I  did 
not  have  this  contract) 


v^/ 


;1;  July  30,1889,  Contract  betv^een  Thomas  A,  Bdison  and  Jesse  H,  Lippii 
oott,  v/hich  provides,  among  other  things,  that  Edison  v/ill  assign 
to  North  American  Phonograph  Company  the  inventions  and  improve¬ 
ments  made  by  him  betvfeen  the  dates  of  July  17,  1888  and  August  1, 


(Note':  This  contract  is  intended  to  correct  the  defect  in  the 
contract  of  August  1,1888,  by  v/hich  there  were  two  weeks,  namely 
from  July  17,  1888  to  August  1,  1888,  in  which  there  was  no  pro¬ 
vision  for  assignment  of  Edison's  inventions  and  in^rovements  to 
North  American  Phonograph  Co,  ) 


JULO_W _ A.L,  l 


BN  BY  THESE  PRESEN  T5: 


I  That  I,  THOMAS  A.  EDISON,  of  the  Town  of  Orange,  in 

ij  the  State  of  Nev/  Jersey, have  made,  oonstituted  and  appoint- 
j  ed,  and  by  tliese  presents  do  make,  constitute  and  appoint 
[  SAMUEL  INSULL.of  the  City  and  State  of  New  York^my  true  and 

i  lawful  attorney  for  me  and  in  my  name,  place  and  stead  to 
I  make,  sign,  seal  and  deliver  for  me  and  in  my  name  and 

behalf  two  certain  agreements  by  and  between  me,  the  said 
:|  Thomas  A.  Edison,  and  the  Edison  Phonograph  Toy  Manufactur- 
ing  Company,  one  of  the  said  agreements  being  an  agree- 
;  ment  v;hereby  I,  the  said  Thomas  A.  Edison,  grant  to  the 
said  Edison  Phonogr^h  Toy  Manufacturing  Company,  an  exclus- 
1  ive  license  for  all  time  and  for  all  countries  except  the 

ii  United  States  of  America,  to  maniifaoture  and  sell,  and  to 
!i  grant  licenses  to  others  to  manufacture  and  sell  the  inven- 
;!  tions  and  improvements  described  in  Letters  Patent  of  the 

li  United  States,  No.  200,521,  heretofore  granted  tome,  for 
improvements  in  phonographs  or  speaking  machines  ,  and  in 
all  future  Letters  Patent  of  the  United  States  tliat  may  be 
granted  tome,  the  said  Thomas  A.  Edison,  ibr  further  in¬ 
ventions  or  improvements  in  or  in  relation  t  o  ph  cnographs 
or  speakin  g  machin  es ,  so  far  as  the  said  inventions  and 
improv  enents  may  be  adapted  for  use  in  or  in  association 
with  dolls  or  toy  figures  as  a  part  thereof;  and  the 
other  of  said  agreements  being  an  agreement  whereby  the 


P 


o 


said  Edison  Phonograph  Toy  Manufacturing  Company  grants  to 
me,  the  said  Thomas  A.  Edison,  the  sole  and  exclusive  li¬ 
cense  in  all  parts  of  the  v/orld,  including  the  United 
States  of  America  and  Dominion  of  Canada,  to  manufacture 
all  of  the  above  namai  inventions  and  improvetients,  subject 
to  certain  conditions  therein  to  be  expressed,  hereby  giv¬ 
ing  and  granting  tinto  my  said  attorney  full  power  and 
autlTority  t  o  do  and  perform  all  and  every  act  and  thing 
v/hatsoever  requisite  and  necessary  to  be  done  in  and  about 
the  premises ,  as  fully  t o  all  intents  and  purposes  as  1 
might  or’  could  do  if  persmally  present,  hereby  ratifying 
and  ocnfirming  all  that  my  said  attorney  shall  lawfully  do 
or  cause  to  be  done  by  virtue  hereof. 


2 


AGREEMENT. 


Thomas  A.  Edison 

Edison  Phonograph  Toy  Manufacturing 
Company. 


giccusc  gtgtXClMJCUt  made  this  GtU  day  of  August, 
1889,  by  and  between  Thomas  A.  Edison,  of  Llewelyn 
Parle,  State  of  Now  Jersey,  of  the  first  part,  and  the  Edison 
PnoNOonAPHio  Toy  Manupaotuihnq  Company,  a  corporation 
organized  under  the  laws  of  the  State  of  Maine,  and  having 
an  usual  place  of  business  in  Boston,  in  the  Commonwealth 
of  Massachusetts,  of  the  second  part. 

Wheheas,  the  first  party  is  the  inventor  of  “  An  improve¬ 
ment  in  phonogi’aphs  or  spenhing  machines,”  for  which 
letters  patent  of  the  United  States  wore  granted  to  him 
dated  February  19, 1878,  numbered  200,521,  and  for  which, 
or  modifications  of  which,  letters  patent  of  various  foreign 
countries  have  boon  granted  to  him  or  his  authorized 
agents;  and 

.  ■Whereas,  by  two  certain  ivritten  instruments  dated  ro- 
apoctivoly  October  1st,  1887,  and  November  26th,  1887,  to 


wliicli  reference  may  bo  Iincl,  the  first  party  granted  to  Lowell 
0.  Briggs  and  William  W.  Jacques  certain  rights  in  the 
United  States  and  all  other  countries  of  the  world,  in  rela¬ 
tion  to  the  manufacture  and  sale  of  dolls  and  toy  figures  con¬ 
taining  or  employing  the  invention  or  improvement  in  said 
lettoi-s  patent  described,  all  of  whicii  rights  have  since  been 
assigned  by  said  Briggs  and  Jacques  to  tlie  second  party  by 
two  certain  written  instruments  dated  respectively  April  4th, 

1888,  and  November  10th,  1888 ;  and 

Whereas,  the  first  party  has  made  certain  new  and  further  ,/ 

inventions  or  improvements,  and  may  in  the  future  make  still  j 

other  and  further  inventions  or  improvements,  in  or  in  rein-  ’> 

tion  to  phonographs  or  speaking  machines,  and  in  or  in  rela¬ 
tion  to  the  methods  of  adapting  the  same  for  use  in  or  in 
association  with  dolls  or  toy  figures  for  the  amusement  of 
children  ;  and 

Whereas,  the  second  party  desires  to  secure  exclusive 
rights  in  all  such  inventions  and  improvements  made  or  to 
be  made  by  the  fiist  party  ns  aforesaid,  and  to  make  certain 
changes  in  and  ndditiens  to  said  agreement  dated  November 
26th,  1887,  which  relates  to  countries  outside  the  United 
States  of  America,  and  to  that  end  both  parties  have  deemed 
it  best  to  oancel  said  agreement  of  November  25tb,  1887, 
and  to  substitute  this  agreement  therefor  i 

tTlCVCfOVC,  it  is  agreed  by  and  between  the 
said  jiarties  hereto  as  follows,  to  wit : 

Uirst  :  In  consideration  of  the  premises  and  of  the  agree¬ 
ments  of  the  second  party  herein  contained  and  of  fourteen 
thousand  sliates,  fully  paid  and  unnssessable  of  the  capital 
stock  of  the  second  party,  the  receipt  whereof  is  by  the 
firat  party  hereby  acknowledged,  the  first  party  hereby 
graiits'to  the  second  party  the  sole  ond  exblilsivo  right  and 
license,  for  all  time  and  for  all  the  countries  of  the  world 


other  than  the  United  States  of  America,  to  manufacture 
and  sell,  and  to  license  others  to  manufaeture  and  sell,  the 
inventions  and  improvements  deseribod  in  all  said  letters 
patent,  and  also  all  further  inventions  and  improve¬ 
ments  heretofore  made  or  whioh  may  within  five  years 
from  this  date  be  hereafter  made  by  the  first  party,  in  or  in 
relation  lo  phonographs  or  speaking  mnehines  so  far  only 
ns  applicable  for,  and  in  suoli  a  form  only  ns  to  be  adapted 
for  use  in  or  in  association  with  dolls  or  toy  figures,  as  a  part 
thereof,  lor  the  amusement  of  ohildren,  and  only  for  the 
purpose  of  such  use,  whether  now  oovered  or  to  be  ooverod 
by  letters  patent  as  aforesaid,  in  one  or  more  of  the  said  eoun- 
tries  or  not,  together  with  his  good  will  in  the  business  of  snob 
manufacture  and  sale  in  all  countries,  except  the  United 
States  and  Canada,  whether  these  are  patents  or  not  j  this 
grant,  however,  as  regards  any  and  all  inventions  or  patents 
ooverod  by  it,  being  ospooially  restricted  to  the  use  of 
such  inventions  and  improvements  in,  or  in  association 
with,  dolls  or  toy  figures,  ns  a  part  thereof,  for  the 
amusement  of  ohildren,  and  for  no  other  purpose  whatso¬ 
ever,  it  being  expressly  understood  and  agreed  that  no 
right  or  authority  is  hereby  gi-anted  to  use  or  employ 
the  said  inventions  in  clocks,  or  for  any  other  purpose 
useful  in  business  or  commercial  transactions,  or  in  the  arts 
and  sciences,  or  for  any  useful  purpose  other  than  for  the 
amusement  of  ohildren,  in  or  as  a  part  of  the  articles 
mentioned;  and  for  the  considerations  aforesaid  the  first 
party  agrees  to  make,  execute  and  deliver  to  the  second 
party,  upon  request,  nil  further  instruments,  and  to  do  all ; 
nets  and  things  requisite  and  reasonable  for  the  more 
effectual  vesting  in  the  second  pai’ty  of  the  rights  horoin 
granted,  or  for  better  enabling  it  to  carry  on  said  business, 
or  for  carrying  out  the  purposes  of  this  instrument,  includ¬ 
ing  separate  or  specific  licenses  or .  grants  for  each  and 
every  country,  and  reasonable  and  proper  instrumeiits  sliow-d 
ing  the  possession  by  the  second  party  of  his  good-will- ns , 
aforesaid. 


Second  :  In  boiisicloriitioii  of  tlio  forogoing,  tlio  soooiul 
piirfcy  iigreos  to  pay  to  tlio  firat  party  as  a  royalty  an  ainoiuit 
equal  to  twenty  por  contnin  on  the  actual  inanufaotiiror's 
price,  ascertainoil  as  set  forth  below,  of  all  said  inventions 
and  improvements  made  and  sold  by  it  in  piirsnanoe  hereof, 
in  all  countries  except  the  United- States  and  Oanada, 
whether  there  are  patents  or  not,  it  being,  however,  dis¬ 
tinctly  understood  («)  that  said  royalty  is  not  to  bo  paid 
on  any  part  or  parts  of  dolls  or  toy  figures  used  in 
coniioetion  or  association  with  said  inventions  or  improve¬ 
ments,  but  only  on  said  inventions  or  imiirovemonts  them¬ 
selves,  that  is  to  say,  the  wiiole  of  the  meolianism  of  the 
phonographic  part  and  of  tiie  accessories  to  adapt  it  to  the 
doil  or  toy  flguro,  and  (b)  that  the  said  manufacturer  s  price 
shall  inolude  cost  of  labor,  material  and  general  expense, 
and  iuoludod  in  general  expense  shall  be  live  por  ooiitum 
of  labor  and  material  for  deprociation  of  plant,  plus  a  maiiu- 
faoturer's  profit  of  twenty  por  coiituni  on  siieli  cost  of  labor, 
material  and  general  expense. 

Tlio  aforesaid  royalties  shall  be  payable  quarterly  within 
thirty  days  after  the  fiiut  day  of.  oacli  and  every  January, 
April,  July  and  October  in  every  year  ;  and  the  seeoiid  party 
shall  render  with  each  such  payment  im  aoeiirato  report  of 
the  number  of  articles  made  and  sold  by  it,  or  on  its  ao- 
coiint,  during  tlio  quarter  next  preoeding  for  which  such  imy- 
nient  of  royalty  is  duo.  The  second  party  further  agrees 
that  unless  the  aforesaid  quarterly  payments  payable  to  and 
received  by  tlio  firat  party  ns  above  provided  for  shall  aggre¬ 
gate  at  least  ton  thousand  dollura  (510,000)  per  year,  taking 
each  year  by  itself  and  reckoning  from  the  first  day  of  October, 
ISSO,  the  fii-st  party  shall  have  the  option,  on  sixty  days’  writ¬ 
ten  notice  to  the  second  party,  to  terminate  this  contract  as  of 
the  date  of  the  expiration  of  such  notice,  provided  this  option 
at  the  end  of  any  year  bo  availed  of  by  the  fii-st  party  witliin  at 
least  four  nionths  from  tlio  e.x|>iration  of  such  year  roekoned 
as  aforesaid ;  bat  it  is  understood  and  agreed  that  the  second 
party  shall  have  the  right  to  make  up  and  pay  to  the  fiist 


party  any  defioiency  touching  the  aggregate  of  the  aforesaid 
quarterly  payments  for  oaoln  year,  at  any  time  prior  to  the 
expiration  of  the  aforesaid  sixty  days’  wntten  notice,  in 
wliich  event  the  said  notice  shall  bo  considered  cancelled, 

Tiiiiid  :  The  second  party  hereby  agrees  that  it  will 
keep  or  require  to  be  kept  full  and  acourate  books  of 
account  showing  the  number  of  articles  embodying  the  in¬ 
ventions  or  improvements  forming  the  subject  of  this  eou- 
traot,  made  by  it  or  its  lioonsees,  and  the  cost  of  said  arti¬ 
cles,  including  in  detail  the  vai-ious  items  or  amounts  here¬ 
inbefore  enumerated  upon  which  the  aforesaid  royalty  of 
twenty  per  centum  is  to  bo  oaloulated,  and  showing  in  addi¬ 
tion  thereto  the  number  of  such  articles  sold  by  the  second 
party  or  on  its  account,  and  the  names  and  places 
of  business  of  the  parties  to  whom  they  are  so  sold,  together 
with  dates  of  sales ;  and  tlie  said  books  of  account  as  well  as 
all  contracts  and  other  documents  and  correspondence  of  the 
second  party  relating  to  the  number  of  articles  made  and 
sold  hereunder  shall  alwa3's  bo  open  to  the  inspection  of  the 
first  party  or  his  autliorisod  representative. 

Fooiith  ;  It  is  agreed  that  should  any  iiarty  without  ade¬ 
quate  authority  and  liceuse  from  the  second  party,  as  heroin 
provided  for,  during  the  coiitinuaiico  of  this  agreement, 
eitiior  make,  use  or  sell  the  invoutlons  covered  by  the  letters 
•patent  heroin  rofened  to,  and  ns  heroin  provided  for,  the  said 
first  party  shall  have  the  exclusive  right  to  prosecute  the 
person  or  persons  so  making,  using  or  selling  the  same,  at 
his  own  cost  and  expense,  but  if  the  firat  party  should  at  any 
time  fail  to  prosecute  ns  aforesaid,  after  tori  days  written  re¬ 
quest  from  the  second  party  to  do  so,  the  second  party  shall 
have  the  right  to  prosecute,  but  at  itsmwn  cost  and  expense. 

Fipi'ii ;  It  is  further  agreed  that  if  the  second  party, 
or  any  party  noting  under  its  authority,  shall  wrong¬ 
fully  use  or’  sell  the  said  inventions  or  improvements 


or  any  ot  them,  as  aforesaid,  this  lioouso  sliall  boeorae  mill 
and  void  as  to  suoii  party  so  wrongfully  using  or  selling  the 
said  inventions  or  iinprovonionts,  or  any  of  tliem,  and  such 
party  shall  have  no  riglit  whatever  thereafter  to  make 
or  use  the  said  inventions  or  improvements  for  any  purpose 
whatsoever.  The  second  party  shall  endeavor  to  notify 
all  persons  noting  under  this  agreement  that  said  in¬ 
ventions  or  improvements  are  not  to  bo  used  except  in  or  in 
association  with  dolis  or  toy  figures  for,,  the  amusement  of 
children,  us  a  part  tlioreof. 

It  is  further  understood  and  agreed  that  if  the  sec¬ 
ond  party,  or  any  person  acting  under  its  authority,  shall, 
contrary  to  tiie  terms  ot  this  ngreoinent,  use  the  said 
inventions  or  improvements  in  any  other  way  than  as  a  part 
ot  or  in  nssociutiou  witii  dolis  or  toy  figures  tor  the  amuse¬ 
ment  ot  ohildron,  or  sell  tiiom  tor  any  other  purpose  Ilian 
lis  aforesaid,  the  party  so  wrongtiillj'  using  or  selling  the 
said  inventions  or  improvements  shall  bo  regarded  as  an  in¬ 
fringer  of  the  patent  or  patents  herein  referred  to,  and  may 
bo  proceeded  against  in  law  or  in  equity  as  an  infringer  by 

Sixth.  Whereas,  a  certain  agreement  dated'  August  Gth, 
1889,  made  by  and  between  a  certain  corporation  known 
as  the  North  American  Pliouograph  Companj’  and  the 
second  party  hereto,  provided  in  the  third  section  theroot 
that  in  the  event  of  certain  improvements  and  inventions, 
manufactured  in  the  United  States  for  export,  being  used  in 
the  United  States,  and  siicli  use  not  being  prevented,  the 
party  of  the  second  part  sliould  pay  to  the  said  North  Ameri¬ 
can  PhonograplTCompany  a  certain  royalty  fully  set  forth  in 
the  said  section  ot  the  said  agrooinont ;  and  whereas  the  said 
■section  fiirttior  provided  for  the  determination  by  arbitratora 
ot  tlio  amount  of  royalty  thus  to  bo  paid ;  and  whereas  it  is 
■intended  by  the  parties  hereto  tliat  us  regards  any  imymonts 
actually  and  bona  fide  made  by  the  second  party  pursuant  to 
the  decision  of  such  arbitratora,  sncli  decision  having  been 


1 

/ 


I 


made  honestly  and  in  good  faith,  the  tirat  party  hereto  shall 
rolmbursu  tlio  second  party  therefor :  Now,  therefore,  the 
first  party  hereby  agrees  tliat  it  the  second  party  will  give 
him  written  notice  within  thirty  days  after  the  said  second 
party  shall  have  made  ,nny  payment  under  and  iinrsuant 
to  the  decision  of  tlic  arbitrators  as  above  provided  for, 
ho  will  within  thirty  (lays  thereafter  pay  and  give  to  the 
second  party  a  like  amount,'  to  the  end  that  the  second 
party  may  thereby,  bo  roirabursod  for  such  payment,  pro¬ 
vided,  however,  (a)  tliat  the  finding  of  the  arbitratoi's  as 
aforesaid  shall  have  boon  made'  honestly  and  in  good  faith ; 
(6)  that  the  first  party  shall  liavd  received  reasonable  notice 
in  advance  that  the  said  arbitration  was  to  take  place  and 
shall  have  been  allowed  either  in  person' or  by  agent  to  at¬ 
tend  and  participate  in  the  same ;  (c)  that  no  payment  shall 
bo  made  by  the  first  party  us  aforesaid,  except  on  such  dolis 
or  toy  figures  as  royalties  tlioreon  may  have  boon  thereto¬ 
fore  duly  and  regularly  paid  to  him  by  the  second  party  as 
herein  provided  for ;  and  (d)  that  at  tlie  time'  the  aforesaid 
demand  for  roimbursonioiit  is  made  upon  tlio  first  party  by 
the  second' party,  tho  latter  sliall  simultanooiisiy  thorowitli 
furnish  tho  first  party  witli  a  verified  copy  in  writing  ot  tho 
findings  or  decisions  of  the  said  arbitrators  lis  aforesaid,  un¬ 
der  and  piirsnant  to  which  said  demand  is  made. 

SEVEN'rn :  Tho  second  party  admits  and  acknowledges 
the  validity  of  all  letters  patent  for  inventions  of  tho 
first  party  already  or  hereafter  made  and  covered  or 
intended  to  bo  covered  by  this  instrument,  and  the 
■  validity  and  tho  utility  of  the  inventions  described  and 
claimed  in  all  of  said  existing  or  future  patents,  and  agrees 
that  it  will  not  in  any  case  violate,  infringe  or  contest  tho 
validity  of  any  such  patents,  or  tlio  siilhoionov  of  their 
speoifioatious,  or  aid  or  oncoiirugo  others  in  so  doing. .  The 
second  party  also  admits  and  acknowledges  tlio  good-will,  and 
the  value  of  the  good-will,  of  the  first  party  intended  to  be 
given,  and  given,  hereby.  .  . 


Eighth  :  No  nssignmont  by  tlio  soooud  pnrty,  of  this 
instniinont  or  of  any  rights  theroiinclor,  or ■  of  tho  good¬ 
will  herein  given,  for  any  country,  shall  bo  valid  without 
tho  consent  in  writing  of  the  first  pnrty  or  his  legal  rop- 
rosontativos,  and  in  case  of  any  assignment  with  such 
eonsont,  all  tho  terms  hereof,  ineluding  the  admissions, 
eonoessions  and  promises  oontained  above  in  tlio  third  sec¬ 
tion  thereof,  shall  bo  binding  upon,  and  tho  benefit  thereof 
shall  enure  to,  tho  assignee ;  but  nothing  heroin  contained 
shall  bo  held  to  restrict  tho  second  party  from  granting  sole 
and  exclusive  rights  of  sale  in  any  given  territory,  but  ox- 
elusive  of  any  and  all  right  to  manufacture,  provided  such 
rights  to  make  sales  are  granted  only  to  individuals  (exclud¬ 
ing  their  heirs,  executors,  administrators,  successors,  assigns 
and  legal  roprosontativos),  and  provided  further  that  in  case 
any  of  such  rights  become  the  property  of,  or  are  controlled 
by,  or  belong  to,  any  corporation,  without  tho  written  con¬ 
sent  of  tho  party  of  tho  lirat  part,  or  his  legal  represent¬ 
atives,  first  having  boon  obtained  thereto,  such  rights  shall 
ipsn  facto  be  and  become  void. 

Ninth  :  In  case  of  willful  violation  by  tho  second  party  of 
any  of  its  agreements  hereinbefore  contained,  continued  for 
a  period  of  sixty  days  after  notice  in  writing  requiring  the 
second  party  to  perform  tho  same,  the  first  party  shall  have 
tho  right,  at  his  option,  to  annul  this  agreement,  and  there¬ 
upon  all  rights  heroin  granted  to  tho  second  party  shall  re¬ 
vert  to  tho  first  pnrty.  Eurthermoro,  all  rights  and  privileges 
granted  by  this  iiistrunioiit  shall;  ipso  facto,  cense  and  revest 
in  tho  first  party  upon  tho  bankruptcy,  insolvency,  disso¬ 
lution,  winding  up  or  cessation  from  business  of  tho  second 
party. 

Tenth  ;  Said  agreement,  dated  November  26th,  1887,  is 
hereby  oancollod  and  nnnnilud  by  mutual  consent,  and  each 
of  the  parties  hereto  hereby  rolensos  ond  discharges  the 


other  of  and  from  any  and  nil  liability  or  obligation  in  rela¬ 
tion  thereto. 

Eleventh  :  It  is  understood  that  tho  first  party  shall  have 
tho  right,  either  in  person  or  by  nominee,  to  a  representa¬ 
tion  in  the  Board  of  Directors  of  the  second  party  so  long 
ns  tho  first  pnrty  shall  own  and  hold  at  least  one-eighth  of 
'  tho  capital  stock  of  tho  second  party. 

It  is  further  understood  and  agreed,  ns  part  of  the  con¬ 
sideration  payable  hereunder  to  the  first  party,  that  whenever 
and  ns  often  as  tho  capital  stock  of  tho  second  party  may 
hereafter  bo  increased  over  and  above  its  prospective  capital 
of  one  million  dollars  ($1,000,000),  ono-oiglith  of  all  such 
increases,  in  fully  paid  and  uon-assessablo  shares,  shall  be 
given  to  tho  first  pnrty,  or,  in  cose  of  his  death,  to  his  execu¬ 
tors,  assigns  or  legal  representatives,  provided  ho  or  they, 
ns  tho  case  may  bo,  shall  have  uninterruptedly  held  at  least 
one-eighth  of  the  capital  stock  of  the  second  party  us  it 
stood  prior  to  such  several  increases. 

Twelfth:  The  first  jiarty  hereby  covenants  that  ho  hlis ' 
and  is  possessed  of  full  right  and  power  to  make  tho  grants 
heroin  contained,  and  that  there  are  in  oxistonco  no  rights  in 
oonfliet  herewith,  save  and  oxcoiit  a  certain  licunso  for  the 
Dominion  of  Canada  granted  by  him  to  tho  Edison  Phono¬ 
graph  Company  by  lustrmnoiit  of  writing,  dated  October 
28tli,  1887,  and  ns  to  that  grant  it  is  understood  tliiit  tlie  ' 
said  Edison  Phonograph  Company  will  itself  give  to  the 
second  party’,  by  inslrument  in  writing,  the  same  riglitli  ns'  ' 
regards  tho  Dominion  of  Canada  which  the  said  second  party 
would  have  acquired  lioroiindor  provided  Canada  had  been 
included  among  tho  other  foreign  countries  heroin  named. 

In  witness  whereof,  the  first  party  has  lierouuto  set  his 
hand  and  seal,  and  tho  second  pnrty  has  caused  its  corpo¬ 
rate  liamo  and  seal  to  bo  hereto  alfixed  by  its.propor  officers 
therouiito  duly  authorized  by  resolution  of  its  Board’  of 
Directors,  passed  2nd  day  of  August,  1889. 


Done  at  the  City  o£  New  York,  State  of  New  York, 
United  States  of  America,  on  the  day  and  year  firat  above 


Witness  to  Mr,  Edisoi 


Edison  PnoNoaiiAPH  Toy  MANuPAcruniNQ  Company 
By 


>iu  OWMfil^iSWQXl&A  <7^  ^  YujSTXAJUrr^  j 

daX^  cwy  I 

^he<n,  TriTHt,  /j^C^  *«20^| 

Q  •  ^^Vevx,  -(Xu^  h,  ! 

'i^cAxU*^  ^  ^  I 

^  I 

a^7toe*<At**/^  Ao  Cai^e»,£<jLO(  ^  rtt^u:^  Qt^  i 

^'.oAouw! 

cC.<£c.Je.f^  ^  <^!^:6Ju37, 

^iUtXZi  1-7 


[25042] 


AGREEMENT. 


Edison  Phonograph  Toy  Manupacturing 
Company 

Thomas  A.  Edison. 


gtccusc  §^0^;ccnxcut,  made  this  Gth  day  of  August, 
1889,  by  and  between  the  Edison  Phonograph  Toy  Manu¬ 
facturing  Company,  a  corpoi’atiou  organized  under  the  Laws 
of  the  State  of  Maine,  and  having  an  usual  place  of  business 
in  the  City  of  Boston,  Commonwealth  of  Massachusetts, 
of  the  first  part,  and  Thomas  A.  Edison,  of  Llewelyn  Park, 
Now  Jersey,  of  the  second  part. 

Whereas,  the  firat  party  is  engaged  in  the  business 
of  promoting  the  introduction  and  use  of  phonogra¬ 
phic  dolls  and  toy  figures,  and  in  connection  with  the 
said  business  has  acquired  rights  under  certain  contracts 
heretofore  entered  into  by  and  between  it  and  other 
parties,  as  follows,  to  wit :  An  agi’eoment  made  October 
Ist,  1887,  between  Thomas  A.  Edison  and  Lowell  0. 
Briggs  and  William  W.  Jacques,  which  agreement  was  as¬ 
signed  to  the  fii*st  party  by  the  said  Briggs  and  Jacques, 


by  insti'umaiit  iu  writing  dated  April  4tli,  1888;  an  ngroo- 
ment  made  of  oven  date  herewith,  to  wit,  August  0th,  1889, 
between  Thomas  A.  Edison  and  tlie  said  Edison  PlionograpU 
Toy  Jlunufaoturing  Company;  and  two  agi'oomeuts  also 
made  August  Gtli,  1889,  ouo  between  tlie  Nortli  American 
Phonograph  Company  and  the  said  Edison  Plionograph 
Toy  Manufaeturing  Company,  and  the  other  between  tlio 
Edison  Phonograpli  Company  and  the  said  Edison  Phono¬ 
graph  Toy  Manufaeturing  Company,  the  said  Agroomouts 
relating  severally  to  certain  patent  rights  touching  phono- 
gi'nphic  dolls  and  toy  figures;  iu  Canada  and  in  the  United 
States;  and 


WiiEnEAS,  the  first  party  is  the  owner  of  certain 
Letters  Patent  of  the  United  States  granted  to  the  afore¬ 
said  'William  "W.  Jacques,  covering  a  combined  doll  and 
phonogi'aph,  and  numbered  respectively  383,299,  and  400,851, 
and  also  of  certain  Letters  Patent  and  applications  for 
letters  patent  in  various  foreign  countries  covering  similar 
inventions,  and  expects  hereafter  to  own  or  acquire  rights 
under  other  patents  both  in  this  country  and  other  countries 
relating  to  the  same  general  subject  matter ;  and 


to  grant  to  the  second  party  an  exclusive  license  to 
maniifacturo  the  said  inventions  and  improvements  for 
use  in  or  in  association  with  dolls  and  toy  figures, 
as  a  part  thereof,  for  the  amusement  of  children,  nnder 
authority  given  to  the  first  party  ■  by  the  aforesaid  agree¬ 
ments,  ns  well  us  under  the  aforesaid  patents,  and  under 
any  and  all  other  patents;  rights  Or  privileges  apper¬ 
taining  to  the  said  subject  matter,  which  the  said 
first,  party  has  heretofore  acquired  or  may  hereafter  ac¬ 
quire  iu  this  or  other  countries,  such  manufacture  to  be 
for  the  solo  use  and  benefit  of.  the  first  party  : 


in  consideration  of  ■  the  mutual 


promises  herein  made,  and  of  the  sum  of  one  dollar  in  hand 
paid  by  each  of  the  parties  hereto  to  tlie  •  other,  receipt 
iwlioieof  is  hereby  acltnowledged,  the  parties-  hereto  declare 
and  agree  as  follows,  that  is  to  say:  .■ 

■  Piiisr;  Tlie  first  party  hereby  agrees  to  grant  and 
hereby  does  grant  to  the  second  party  the  sole  and  ex¬ 
clusive  right  in  all  parts  of  the  world,  iuehidlug  the 
United  States  and  the  Dominion  of  Canada  and  all  other 
countries,  to  inaiiiifuctiire  the  inventions  and  improvements, 
and  more  ospecinlly  phonographs  or  speaking  machines  ap¬ 
plicable  to  dolls  or  toy  figures,  togother  with  the  accessories 
to  adapt  phonographic  incchanism  to  the  said  dolls  or  toy 
figures,  described  in  and  covered  by  the  several  agreements 
and  patents  sot  forth  or  referred  to  in  the  above  recitals 
hereto,  or  in  -  any  fntiiro  ngroements  which  the  first  party 
may  iiiiike,  or  in  any  future  inventions  or  patents  which  the 
firet  party  may  hereafter  acquire  or  bo  licensod  under  or  be- 
coine  interested  in. 

Second:  The  second  party  agrees  to  inanufac'nre,  to 
the  extent  herein  provided  for,  the  aforesaid  phono¬ 
graphic  mechanisms  and  separate  parts  thereof,  and  the. 
various  devices  and  apparatus  used  in  connection  therewith, 
and  the  supplies  therefor,  under  the  license  above  given,  and 
to  deliver  tlie  same  to  the  first  party  at  •  the  actual  cost 
of  maniifnotiire  pins  twenty  per  centum  thereof,  the 
said  cost  of  nmniifaetiire  to  include  cost  of  labor,  mater¬ 
ial  and  general  expense,  and  iueluded  in.  general '  expense 
shall  bo  five  per  oeutuiq  of  the  said  aggregate  cost  of  labor 

and  material  for  deprecintion  of  plant. 

TninD;  Standard  models  of  the  principal  articles  or 
phonogruphid  mechanisms  covered  by  this  agreement  shall 
be  agreed  upon, forthwith  by  the  parties  hereto,  and  from 
time  to  time  hereafter  additional  standards  shall  be  agreed 
upon,'.-iit -desired-  by  the  first  party;  and  in  the  event 


umiiy  uimuiB  so  to  ngree,  tlie  (lotormiimUoii 
tho  said  stniidnrds  shall  bo  loft  to  tlio  arbitration 
exports,  os  horoinaftor  provided  for  in  tho  Tenth 
lotion  horoof ;  and  after  such  standards  shall  have  boon' 
us.  fixed,  duplicate  sots  thoroof  shall  bo  made,  oiio  sol  for 
oh  of  tho  parties  horoto,  mid  thoronftor  nil  similar  articles 
meohnnisms  shall  bo  mndo  to  correspond  in  nil  respects 


PoDiiTii :  Tho  second  party  shall  always  employ,  in  mnn- 
loturiiig  nil  tho  articles  heroin  provided  for,  the  best 
d  most  modern  machinery  and  methods  and  the  best 
propriato  materials,  and  shall  also,  always  possess  and 
3 proper  and  adequate  facilities  for  such  mnnufiioturing,  and 
ease  any  dispute  ever  arises  between  tho  parties  hereto 
lohing  tho  provisions  of  this  section,  it  also  shall  bo  loft 
arbitration  as  heroinattor  nmvirlnrl  fnv  _ it— 


hvery  to  begin  ns  soon  ns  tho  second  party  is  ready,  but  not 
Inter  than  sixty  days  from  tho  receipt  by  tho  second  party 
of  such  order. 

Should  tho  first  party  desire  either  to  inoronso  or  diminish 
tho  aforesaid  daily  amount  of  output,  to  take  effect  after  the 
expiration  of  tho  said  throe  months,  it  shall  serve  written 
notice  upon  tho  second  party,  at  least  six  weeks  before  the 
exqiimtion  of  tho  said  three  months,  and  at  least  six  weeks 
before  tho  date  when  such  inoronso  or  diminishing  of  output 
is  to  take  effect ;  and  should  tho  firat  party  desire  nt  any  time 
or  times  thereafter  to  again  regulate  the  amount  of  tho  daily 
output,  written  notice  thereof  similar  to  tho  notice  provided 
for  above,  shall  be  served  upon  the  second  party,  which 
shall  .take  effect  six  weeks  after  tho  receipt  thereof,  tho 
second  party  agreeing  to  at  any  time  iucrouso  or  diminish 
tho  said  daily  output,  to  the  extent  of  at  least  five  liun,1r„rl 


Should  the  soooiul  pui  ty  tit  any  timo  fail  to  manufacture 
sulhoient  iirtiolos  to  fill  tho  par  diom  orders  of  the  first  party 
ns  above  provided  for,  and  should  such  failure  ooutinuo  for 
a  period  of  throe  months  after  written  eomplaint  thereof 
served  by.  tho  first  party  on  tho  second  party,  whioh  notice 
shall  spooifically  sot  forth  tho  daily  deficit  ns  to  which  tho 
said  ooniplnint  is  made,  tho  first  party  may,  ns  regards  such 
defioiouoy,  manufaeturo  tho  snmo  itself  or  nrrniigo  with  and 
license  other  parties  to  have  tho  same  manufaeturod,  it  be¬ 
ing,  iiowovor,  distinctly  undoistood  and  agreed  that  the 
raanufaoturing  thus  to  be  done  by  tho  first  party  or  its 
liconsoos  shall  bo  strictly  limited  to  tlio  amount  of  average 
daily  deficit  sot  forth  in  the  said  complaint  and  continued 
for  at  least  three  months  thereafter  us  aforesaid,  and  that 
such  raamifaeturiug  shall  bo  subject  to  all  the  terms  and 
conditions  of  this  agreement,  of  every  kind  •whatsoever,  so 
fur  as  possibly  applicable.  In  case  tho  first  party  either  it¬ 
self  raamifaetures  or  arranges  with  others  to  manufacture 
ns  aforesaid,  it  may  bo  for  such  a  period  ns  tho  first  party 
may  dotormino.  Any  disagroomont  arising  between  tho 
parties  hereto  relative  to  this  provision  for  maniifaeturing 
thus  to  bo  carried  on  otherwise  than  by  the  second  party  as 
heroin  provided  for,  shall  he  loft  to  arbitration  under  tire 
tenth  section  hereof. 

It.  is  anticipated  that  tho  articles  to  bo  mnniifactured 
hereunder,  will,  ns  soon  us  they  are  manufactured,  bo  imme¬ 
diately  packed  and  shipped,  and  at  no  timo  shall  tho  second 
party  bo  required  to  carry  in  his  storerooms  a  greater  number 
of  said  artioles  than  an  accumulation  of  one  month.  Should 
tho  said  articles  aceumulnto,  as  is  hero  suggested,  tho  second 
party  shall,  at  the  end  of  the  said  period  of  one  mouth,  have 
tho  right  to  make  shipment  of  tho  same  to  the  first  pni-ty,  at 
its  principal  office,  or  at  such  other  place  ns  tho  said  first 
party  may  indicate.  . 

Sixth:  At  tho  expiration  of  oaeii  calendar  month  the- 
SBCond  party  shall  rpndor  to  tho  first  party  a  statement  of 


the  articles  mar.nfndturod  under  this  agreement  during  tho 
said  calendar  month,  and  shall  at  tho  same' timo  render  a  bill 
for  the  cost  of  the  said  artioles  as  provided  for  in  the  second 
section  hereof,  and  tho  first  party  agrees  that  within  fifteen 
days  after  receiving  such  bills,  it  will  pay  to  the  second 
party  tho  full  amount  thereof  for  the  month  immediately 
preceding  such  payment,  payments  to  be  based  on  artioles 
actually  shipped. 

Tho  second  party  agrees  to  give  to  the  .  first  party  what¬ 
ever  data  or  information  it  may  require '  from  time  to  time 
■  to  prepare  and  make  tho  statements  and  reports  required  by 
tho  aforesaid  agreements  of  oven  date  herewith,  one  by  and 
between  tho  first  party  hereto  and  the-  North  American 
Phonograph  Company,  and  tho  other  by  and  between  the 
first  party  hereto  and  tho  Edison  Phonograph  Company. 

Seventh  ;  It  is  contemplated  that  all  the  manufacture 
herein  provided  for,  shall,  at  least  for  the  present,  bo  carried 
on  in  the  United  States,  both  for  domestie  and  export  busi¬ 
ness,  but  the  second  party  rosorvos  the  right  to  carry 
on  tho  said  manufacturing  in  such  other  countries  and 
to  such  extent  in  such  several  countries  as  ho  may  from  timo 
to  time  doom  desirable,  it  being  understood  that  tho  second 
party  shall  as  regards  all  manufacturing  in  all  countries  com¬ 
ply  in  all  respeols  with  the  laws  of  those  countries.  As  re¬ 
gards  any  countries  whoso  laws  make  it  necessary  to  carry 
on  therein  the  manufacture  of  tho  articles  heroin  rotorrod 
to,  tho  second  party  agrees  to  establish  factories  in  all  such 
countries  sufficient  to  supply  tho  trade  therein  in  such  sub¬ 
stantial  manner  as  is  iirovided  for  by  this,  agreement,  and 
in  case  of  any  dispute  on  this  point  .it  shall  be  left  to 
arbitration,  as  provided  for  below  in  the  tenth  section. 
If  the  second  party  should  fail  to  establish  factories 
in  such  countries  within  a  reasonable  time  after  the  first 
party  demands  it,  tho  first  party  shall  itself  have  tho  right  to 
establish  factories'in  such  countries,  or  license  others  to  do 
so,  but  iu  no  event  shall  the  product  of  such  factories -be 


exported  or  bo  permitted  to  go  beyond  tlio  boniidnries  of  the 
several  countries  in  question, 

Save  and  except  ns  above  provided  for,  tbo  first  party 
will  not  during  tbo  coiitinnunco  of  this  agroomout 
license  or  authorize  any  other  party  whatsoever  to 
manufacture  any  of  the  articles  heroin  provided  for  in  any 
part  of  the  world,  it  being  the  intention  of  this  instrumont 
that  the  solo  niid  exclusive  license  to  inauiifncturo  any  and 
all  phonographic  inechanisnis,  accessories  and  other  arti¬ 
cles  covered  by  this  lustriinient.  shall  belong  to  the  second 
party. 

Eiairrii :  Should  the  first  party  find  it  desirable  to  com¬ 
plete  its  phoiiugraphic  dolls  at  the  factory  or  factories  of 
the  second  party,  by  nltnching  to  tiio  phonogrnphio  inecliaii- 
isnis  and  accessories,  iiorcin  provided  for,  the  other  parts  of 
tile  said  dolls,  that  is  to  say,  the  heads,  arms  and  legs,  the 
second  party  will  at  the  request  of  tlie  first  party,  provide 
proper  rooins,  facilities  and  labor  therefor  to  such  extent  ns 
the  first  party  may  require,  charging  therefor  only  such 
sums  as  are  proper  and  usual  in  siioli  cases,  to  bo  settled, 
in  ease  of  disngrooinont,  by  arbitration  as  horoinattor  pro¬ 
vided,  but  such  charges  are  not  to  bo  considered  as  a  part 
of  the  cost  or  manufacturer’s  price  of  phoiiograpiiic  mechan¬ 
isms  mid  articles  as  provided  for  iii  tiio  second  section 
hereof. 

Ninth:  The  first  party  agrees  tiint  it  will  hereafter 
from  time  to '  time  when  requested  so  to  do  by  the 
second  party,  execute  such  other  and  further  grants, 
licoUoCb  Oi  other  lustruaients  in  writing,  as  may  bo  reason¬ 
ably  necessary  or  requisite  to  •  more  fully  carry  out  the  true 
intent  and  purposes  of  this  agreement. 

■  Tenth  :  In  case  any  disngreomeut  should  arise  betwoen 
the  parties  hereto  relative  to  any  of  the  provisions  lieroof, 
it  shall  be  forthwith  loft  to  arbitration,  each  party  to  name 


one  arbitrator,  and  those  two  to  select  n  third,  and  the  deci¬ 
sion  of  the  majority  of  the  said  throe  arbitrators  shall  bo 
final  and  binding.  In  case  the  matter  in  dispute  relates  to 
maniifncturing  or  to  any  subject  of  a  meoliaiiical,  oloctrical 
or  sciontifie  nature,  the  said  arbitrators  shall  be  chosen  from 
exports,  familiar  with  such  siibjoots.. 

Eleveni’h.:  The  second  party  agrees  while  this  instrumont 
continues  in  force  not  to  bo  directly  or  indirectly  interested 
or  concerned  in  the  manufacture  of  ony  of  the  articles 
covered  hereby  for  use  in  or  in  association  with  dolls  or  toy 
figures,  03  a  part  thereof,  for  the  amusement  of  oliildreni;  ex¬ 
cept  ns  heroin  authorized. 

TwELFrn :  Unless  sooner  toiTniimted  ns  heroin  provided 
for,  this  agreement  shall  oontimie  in  force  during  the  life  of 
any  and  all  grants  or  licenses  or  patents  relating  to  phono¬ 
graphic  dolls  and  toy  figures  or  to  the  accessories  thereto 
and  supplies  therefor  ns  more  fully  set  forth  above  herein, 
which  the  first  party  inoy  acquire  from  the  second' party  : 
under  and  pursuant  to  the  terms  of  the  certain  license  agree¬ 
ment  made  by  and  between  the  parties  hereto,  of  oven  date 
herewith,  reforonce  to  which  is  made  for  greater  pnrticul- 

Thirteenth  ;  The  second  party  may  assign  this  license 
to  a  corporation  in  which  he  holds  a  majority  and  full 
voting  control  of  the  capital  stock,  but  to  no  other  party, 
such  assignee  to  possess  all  the  rights  and  benefits,  and  to 
bo  subject  to  nil  the  duties  and  obligations,  herein  pro¬ 
vided  for;  and  if  in  case  of  isiich  assignment  the  second 
party  thereafter  during  his  life  and  prior  to  his  death  parts 
with  such  majority  and  control,  then  such  assignment  shall, 
at  the  option  of  the  first  party,  on  three  months  written 
notice  giveu  by  the  first  piu-ty  to  both  the  said  assignee  and' 
the  first  party  hereof,  cease,  determine  and  become  void  and 
of  no  effect. 


AGREEMENT. 


Edison  Phonograph  Company 


Edison  Phonograph  Toy  Manufacturing 
Company. 

AUGUST  6,  1889. 


^JJVCUMXCUt  made  this  Gtli  day  of  August,  1889,  by 
and  botwoen  tbo  Edison  PiioNOouApn  Comiuny,  a  corpora¬ 
tion  duly  established  under  tbo  laws  of  tlio  State  of  Now 
Jersey,  of  tbo  first  part,  and  the  Edison  Piionoohaph  Toy 
Manotaotubinq  Company,  a  corporation  duly  established 
under  the  laws  of  tbo  State  of  Maine,  of  the  second  part. 

■Whebeas,  by  instrument  dated  October  1st,  1887,  to  which 
reference  may  bo  had,  Thomas  A.  Edison,  of  Llewellyn  Park, 
in  the  State  of  Now  Jersey,  granted  to  Lowell  0.  Briggs  ond 
■William  'W.  Jacques,  certain  exclusive  rights  in  and  to  the 
mnnufaotuio  and  solo  in  the  United  States  of  dolls  and  toy 
figures  containing  or  employing  the  invention  or  improve¬ 
ment  described  in  certain  Lettera  Patent  of  the  United 
States  which  had  been  previously  grouted  to  soid  Edison, 
numbered  200,621,  and  covering  “  an  improvement  in  phono¬ 
graphs  or  speaking  machines,”  which  rights  so  as  aforesaid 
granted  to  said  Briggs  and  Jacques  were  afterwards  ossigned 


to  tho  socoud  party  lioroto  by  said  Briggs  and  Jacques,  by 
an  iustrumont  dated  April  Wtb,  1888,  to  whieb  iustrumout 
roforonoo  may  bo  had ;  and 

IVnEBEAS,  on  tho  28th  day  of  October,  1887,  said  Edison, 
by  an  instrument  in  writing,  assigned  to  tho  first  party  lieroto, 
all  liis  rights  in  and  under  tlio  said  instrument  dated  Ootobor 
1st,  1887,  and  also  granted  to  said  first  party,  among  otlior 
things,  solo  and  oxolusivo  rights  in  tho  mauufaoturo  and  sale 
in  tiro  Dominion  of  Canada,  of  dolls  and  toy  figures  contain¬ 
ing  or  employing  tho  same  invention  or  improvement  in  said 
letters  patent  described,  which  said  instrument  was  after¬ 
wards  modified  by  another  iustrumont  dated  July  17th,  1883, 
to  both  of  which  ins»rumouts  roforoneo  may  bo  had ;  and 

■\ViiEiiE,r8,  tho  first  party  hereto  has  by  said  hist  mentioned 
instrument  or  otherwise  acquired  from  said  Edison  rights  in, 
to  and  under  certain  now  inventions  and  improvements  in  or 
appertaining  to  phonographs  and  speaking  machines  made 
or  to  bo  made  by  said  Edison  so  far  ns  relates  to  tho  United 
States  and  Dominion  of  Canada ;  and 

■WilEnEAS,  tho  second  party  hereto  desires  to  obtain  tho 
right  to  mauufaoturo  and  sell,  in  the  United  States  and 
Dominion  of  Canada,  said  now  hivoutions  and  improvements 
for  use  in  or  in  assoeiatioii  with  dolls  or  toy  figures,  as  n  part 
thereof,  for  tho  amusement  of  children ;  and 

‘WilEiiEAS,  it  is  desired  by  both  parties  hereto  to  make  a 
change  in  the  method  and  amount  of  payment  of  royalties 
provided  for  in  said  iustrumont  dated  Ootobor  1st,  1887,  and 
the  firat  party  has  requested  that  roynltios  horoaftor  to  ho 
paid  by  tho  second  party  heriito  should  bo  paid  to  tho  North 
American  Phonograph  Company  in  accordance  with  a  written 
agrooiuout  of  oven  date  herewith  made  between  said  North 
American  Phonograph  Company  and  the  second  party 
hereto  : 


tTXCVCfuVCf  it  is  agi'cod  by  and  between  the 
parties  hereto,  ns  follows  : 

Eiiist  :  In  consideration  of  one  dollar  paid  by  tho  second 
party  to  the  first  party,  the  receipt  whereof  is  hereby  ao- 
knowlodged,  and  of  tho  exooution  by  the  second  party  at 
tho  request  of  the  firat  party  of  soid  ngi’oomont  with  the 
North  American  Phonograph  Company,  the  first  party  here¬ 
by  grants  to  tho  second  party  tho  solo  and  exclusive  right 
and  lioonso  for  all  time,  to  manufacture  and  sell  within  the 
United  States  and  Dominion  of  Canada,  and  to  license  others 
to  manufacture  within  tho  United  States  and  Dominion 
of  Canada,  but  only  for  or  for  sale  to  tho  second  party 
and  uithin  the  sumo  teri-itoiy.  and  to  iniinufucturo  and 
to  license  others  to  manufacture  in  tho  United  States 
for  use  and  consumption  in  foreign  countries  the  inmn- 
tion  and  improvement  described  in  said  Letters  Patent 
of  tho  United  States  numbered  200,521,  and  also  all  further 
inventions  and  improvements  made  or  to  bo  made  by  tho 
said  Edison  in  or  in  relation  to  phonographs  or  speaking 
machines  so  far  only  as  applicable  for,  and  in  such  a  form 
only  as  to  bo  adapted  for  use  in  or  in  association  with,  dolls 
or  toy  figures,  as  a  iiart  thereof,  for  the  amusement  of  chil¬ 
dren,  and  only  for  the  purpose  of  such  use,  and  also  all 
further  inventions  and  improvements  made  or  to  be  made 
by  the  said  Edison  in  or  in  relation  to  tho  methods  of  adapt¬ 
ing  tho  said  inventions  and  improvements  for  use  in  or  in 
association  with  said  dolls  or  toy  figures,  as  a  part  thereof, 
whether  now  covered  or  to  bo  covered  by  letters  patent  or 
not,  together  with  tho  good-will  of  tho  first  party  in  the 
business  of  such  manufacture  niul  sale  ;  the  aforesaid  grant, 
both  as  regards  said  Letters  Patent  numbered  200,621,  and 
as  regards  all  said  further  inventions  and  improvements, 
being  especially  restricted  to  tho  use  of  such  inventions  and 
•  improvements  in  or  in  association  with  dolls  or  toy  figures, 
ns  u  part  thereof,  for  tho  amusement  of  children  and  for  no 


obhor  purpose  wimtsoovor,  end  being  also  restrioted  to  suoli 
rights  ns  the  first  party  now  has  or  may  horoattor  aoquiro. 

And  tlio  first  party  further  agrees  to  make,  exeeute  and 
■  deliver  to  the  second  party,  upon  request,  all  further  instru¬ 
ments,  and  to  do  all  nets  and  things  requisite  and  reason¬ 
able  for  the  more  ofibotuai  vesting  in  the  second  party  of 
the  rights  herein  granted  or  for  bettor  enabling  it  to  earry 
on  its  said  business,  including  instruments  proper  to  show 
the  possession  by  the  second  party  of  the  good-will  of  the 
fiist  party  ns  aforesaid. 

Second  :  And  for  the  consideration  aforesaid,  Artielo 
“  Second  ”  of  said  instrument,  dated  October  1st,  1887,  is 
hereby  aunnlled,  and  the  second  party  hereto  is  hereby  re¬ 
leased  and  disolmrgod  from  all  liability  or  responsibility 
on  account  thereof,  and  from  all  liability  to  pay  royalties 
under  said  instrument,  and  Artiele  “  Sixth  "  of  said  instru- 
meat  is  also  hereby  annulled,  to  the  end  that  the  said 
Thomas  A.  Edison  bo  no  longer  required  to  proseouto  in¬ 
fringers  at  his  own  cost  and  expense  ;  but  said  instrument  is 
hereby  declared  to  bo  in  all  other  respects  and  particulars 
valid  and  binding,  (and  the  said  instrument  dated  Aprir24th, 
1888,  is  also  valid  and  binding),  save  only  as  modified  hereby 
,  and  by  the  ooutract  of  oven  date  herewith  between  the  North 
Amorioan  Phonogiaph  Company  and  the  second  party. 

Tiiibd  :  The  second  party  agi-oes  that  it  will  mark  or 
require  to  bo  marked  upon  all  of  the  said  inventions 
and  improvements  made  by  it  or  its  licensees  and  sold  by  it 
under  this  license,  the  word  “  Patented,"  together  with  the 
date  of  the  aforesaid  patent  heroin  referred  to. 

Said  fii-st  party  covenants  with  the  second  party  that  it 
has  not  parted  with  any  of  the  rights  herein  granted  to 
others  than  the  socoiid  party.  • 

In  witness  whereof ,  the  said  parties  have  caused  these< 
presents  and  a  duplicate  thereof  to  bo  signed  and  their 
respective  corporate  seals  to  be  thereto  affixed  by  their 


respootivo  offieoi'S  thereto  duly  authorized  on  the  day  and 
year  first  above  written,  at  the  City  of  N^  York 

Edison  PnoNoonAPn 
By 


U  Secretary. 


Edison  PiioNooii,vPH  Toy  Manupaotuhino  Company, 
By 

President. 


[SEAD.] 


Attest: 

Secretary. 


»a  ptr'Z,^^^  tj  7fc-^-<.  »I»0  /*'«« «< 

.liCoi^  i7A/Ff^ 


*2  "i^ifc  ^>yi/vi'l'-2^rZ^  ‘ 


.  /tJuStS^i- 


AGREEMENT. 


North  American  Phonograph  Company 


Edison  Phonograph  Toy  Manufacturing 
Company. 


AUGUST  a,  1889. 


gkQVCiJIUCnt  made  this  Gth  day  of  August,  1889,  by 
and  beiweeu  the  North  Amoricnn  Phonograph  Company, 
a  corporation  duly  established  under  tho  lows  o!  the  State 
of  Now  Jersey,  of  the  first  part,  and  tho  Edison  Phonograph 
Toy  Manufacturing  Company,  a  corporation  duly  established 
under  tho  laws  of  tho  State  of  Maine,  of  tho  second  part. 

WiiEiiEAS,  by  instrument  dated  October  1st,  1887,  to  which 
reforonoo  may  be  had,  Thomos  A.  Edison,  of  Llewelyn  Park, 
in  tho  State  of  Now  Jersey,  granted  to  Lowell  0.  Briggs  and 
William  W.  Jacques  certain  exclusive  rights  in  and  to  tho 
manufacture  and  sale  in  tho  United  States  of  dolls  and  toy 
figures  containing  or  employing  tho  invention  or  improve¬ 
ment  described  in  certain  Letters  Patent  of  the  United 
States  which  had  been  previously  granted  to  said  Edison, 
numbered  200,521,  and  covering  “  on  improvement  in  phono¬ 
graphs  or  speaking  machines,”  .Which  rights  so  as  aforesaid 


2 

gi'nhted  to  said  Briggs  and  Jacques  wore  afterwards  assigned 
to  tlioflebond  party  hereto  by  said  Briggs  and  Jacques,  by 
an  iustriiniont  dated  April  24111,  1888,  to  which  instrument 
roforqiVce  may  be  had ;  and 

WiiEnEAS,  the  first  party  iioroto  has  acquired  from  said 
Edison  rights  in,  to  and  under  certain  new  inventions  and 
iiuproveineuts  in  or  appertaining  to  phonogrnpiis  and  speak¬ 
ing  iiiacinnes  inudo  or  to  bo  made  by  said  Edison,  so  fur 
ns  relates  to  the  United  States  and  Dominion  of  Canada; 

WnEiiEAS,  the  second  party  hereto  desires  to  obtain  the 
right  to  manufacture  and  soil  in  tiio  United  States  and 
Dominion  of  Canada  said  now  invoutioiis  and  iraprovomoi.fcH 
for  use  in  mid  ns  a  part  of  dolls  or  toy  figures  for  theamuso- 
ineiit  of  oliildroii : 


3 

applieable  for,  and  in  such  a  form  only  os  to  be  adapted  for 
uso  in  or  in  nssoointion  with  dolls  or  toy  figures,  ns  a  part 
thereof,  for  the  amusement  of  children,  and  only  for  the  , 
purpose  of  such  use,  and  also  all  further  inventions  and 
improvements  made  or  to  bo  made  by  the  said  Edison  in  or 
in  relation  to  the  methods  of  adapting  the  said  inventions 
and  improvements  for  uso  in  or  in  association  with  said  dolls 
or  toy  figures,  as  a  part  thereof,  whether  now  covered  or  to 
be  covered  by  Letters  Patent  or  not,  together  with  the  good¬ 
will  of  the  first  party  in  the  business  of  such  manufacture 
and  sale  ;  the  aforesaid  grunt  both  ns  regards  said  Letters 
Patent  numbered  200,521,  and  ns  regards  all  said  further 
iuvoutious  and  improvements  being  expressly  restriotod  to 
the  use  of  such  inventions  and  improvements  in  or  in  as¬ 
sociation  with  dolls  or  toy  figures,  as  a  part  thereof,  for  the 
amusement  of  children,  and  for  no  other  purpose  whatsoever, 
and  being  also  restricted  to  such  rights  as  the  first  party  now 
lias  or  may  horoaftor  acquire. 


Uoxu,  tTvCVCforC,  in  consideration  of  the  si 


c 


of  nny  disngrooraout  botwoon  the  pnvties  hereto  ns  to  the 
amount  of  such  royalties,  or  ns  to  the  fast  whothor  any  snch 
royalties. are  properly  payable  as  aforesaid,  it  siiail  bo  loft  to 
throe  arbitrators,  one  to  bo  soiootod  by  each  party  hereto 
and  the  third  by  the  two  so  ohoson,  tiio  decision  of  the 
whole  or  of  a  majority  thereof  to  bo  final  and  binding. 

FounTH :  Tlio  second  party  further  covenants  and  agrees 
that  it  will  not  manutaoturo  or  license  others  to  manufacture 
the  said  inventions  and  iinprovomonts,  except  in  such  forms 
ns  are  adapted  for  use  in  or  in  association  with  dolls  or  toy 
figures,  ns  a  jiart  thereof,  and  that  it  will  not  use  the  said 
inventions  or  improvements,  except  as  provided  for  in  •  this 
agieoment,  that  is  to  say,  for  use  in  or  in  nssociation  with 
dolls  or  toy  figures,  ns  a  jiart  thereof,  for  the  amusement  of 
children. 

And  it  is  further  understood  and  agreed  that  if  the 
second  party  or  nny  licensee  of  the  second  party  shall, 
contrary  to  the  terms  of  this  agreement,  use  the  said 
inventions  or  improvements  in  nny  other  way  than  as  a 
part  of  dolls  or  toy  figures,  or  sell  thorn  for  any  other  purpose 
than  so  ns  to  form  a  part  of  dolls  or  toy  figures,  the  party 
so  wrongfully  using  or  selling  tlio  said  inventions  or  improvo- 
menfs  shall  bo  regarded  as  air  infringer:  of  the  patent  or 
patents  lioroin  refeiTod  to,  and  may  bo  proceeded  against  in 
law  or  in  equity  ns  an  infringer  by  the  fiiet  party. 

And  it  is  further  understood  and  agreed  that  if  the 
second  party  or  nny  of  its  licensees  shall  thus  wrongfully 
usd  of  soil  the  said  inventions  or  improvements,  or  nny 
of  them,  this  license  shall  become  null  and  void  ns  to  such 
party  so  wrongfully  using  or  selling  the  said  inventions  or 
improvements,  or  any  of  them,  and  such  party  shall  have  no 
right  whatever  thereafter  to  make  or  use  the  said  inventions 
or  impiovoments  tor  nny  purpose  whatsoever. 

It  is  further  undei-stood  and  agreed  that,  the  second  party 
shall  use  all  reasonable  moans.to  notify  its  licensees  under 
this  agreement  that  said  inventions;  or  improvements  miule 


by  such  licensees  and  sold  to  the  second  party  under  and  by 
virtue  of  this  ngieement  are  not  to  bo  used  under  the  terms 
of  this  ngreoment,  except  in  or  in  association  with  dolls  or 
toy  figures  for  the  amusomcht  of  children,  as  a  part  thereof,' 

The  second  party  agrees  that  it  will  mark  or  require'  to 
be  marked  upon  all  of  the  said  inventions  or  improve¬ 
ments  made  by  it  or  its  lioonsoes  and  sold  by  it  under 
this  license,  the  word  “  Patented,"  together  with  the  day, 
month  and  year  of  the  patent  or  patents  in  accordance  with 
which  the  said  recited  inventions  or  improvements  are  made; 
so  far  as  known  to  the  second  party. 

And  it  is  expressly  understood  and  agreed  that  no  right 
or  authority  is  hereby  granted  to  use  or  employ  the  said  in-’ 
volitions  or  improvements  in  clocks,  or  for  nny  other  useful 
purpose  of  businoss  or  . commercial  transactions  or  in  the 
arts  or  sciences,  or  for  any  purpose  otlior  than  in  or  in  as¬ 
sociation  with  dolls  and  toy  figures  for  the  amusement  of  chil¬ 
dren,  as  a  part  thoroof,  the  right  herein  convoyed  relating 
solely  and  exclusively  to  dolls  or  toy  figures  for  the  amuse¬ 
ment  of  children  and  for  no  other  purpose  whatsoever. 

PiPTii :  The  second  party  hereby  agrees  that  it-  will 
keep  or  cause  to  bo  kojit  full  and  accurate  books  of  account 
showing  the  number  of  articles  embodying  any  of  said 
inventions  or  improvements  forming  the  subject  of  this 
contract  made  by  it  or  its  licensees,  and  the  cost  of  said 
articles,  including  in  detail  the  various  items  or  amounts 
horoinbofore  enumerated,  upon  which  the  said  twenty-five  per 
centum  royalty  is  to  be  calculated,  and  showing  in  addition 
thereto  the  number  of  such  articles  sold  by  the  second 
party  and  the  name  and  place  of  business  of  the  parties 
to  whom  they  are  so  sold,  together  with  the  date ,  of 
sale;  and  that  said  books  of  account  and  other  papeis  shall 
at  all  roasonable  times  be  oiion  to  the  inspection  of  the 
first  party  or  its' authorized  agent. 

•  And  the  second  party  further  agrees  to  notify  the  .first 
p'nrty  of  .enchi  and-  every  license  that: it  shall,  grant.under 


8. 

this  ooatmot  within  ton  clnys  after  tho  granting  of  any 
such  iiconso. 

Sixth:  Tiio'  second  party  hereby  admits  and  oonoodes 
the  volidit}*  of  tho  letters  patent  horciubeforo  referred  to 
and  tho  sullioionoy  of  tlio  spooifioations  and  claims 
thereof,  and  admits  and  oonoodes  tho  same  to  bo  good  and 
valid  patents  in  all  respects ;  and  agrees  that  it  will  not  in¬ 
fringe  tho  said  patents,  or  any  of  them,  or  use  in  any  way  tho 
inventions  therein  doseribed  or  any  of  them  except  for  tho 
purpose  horoinboforo  stated,  or  in  any  way,  directly  or 
indirootly,  dispute  or  contest  the  validity  of  said  patents  or 
any  of  them. 

Seventh  ;  It  is  expressly  nndoi-stood  and  agreed  that  should 
any  party  without  authority  and  Iiconso  from  tho  second 
party,  during  tho  contimmnco  of  this  agreement,  mako,  use 
or  sell  tho  inventions  or  any  of  them  covered  by  tho  letters 
patent  horoinboforo  referred  to,  or  any  of  them,  in  or  in 
connoetion  with  dolls  or  toy  iignros,  tho  said  first  party 
shall  have  the  oxclnsivo  right  to  prosecute  the  iioison  or 
poisons  so  making,  using  or  selling  tho  same  (except  os 
horoinboforo  provided  in  the  third  section),  aiid  tho  first 
party  hereby  agrees,  at  its  own  cost  and  oxpoiiso,  to  so 
prosecute  ns  aforesaid  tho  said  person  or  persons.  And  the 
second  party  hereby  agrees  that  tho  first  party  may  mako 
tho  second  party  co-plaintiff  in  any  suit  brought  in  nc- 
cordiiuco  with  tho  provisions  of  this  clause. 

Eighth  :  Should  tho  said  second  party  violate  any  of 
the  provisions  of  this  contract  and  continue  to  do  so 
after  notice  in  writing  thereof  by  tho  first  party,  then  the 
entire  right  and  license  hereby  granted  shall  ipso  facto 
cease  and  all  rights  granted  herenndor  shall  revert  to  tho 
the  first  party. 

In  toUness  whereof,  tho  said  parties  have  caused  those 
presents  and  a  duplicate  thereof  to  be  signed  and  their 


rospoetivo  corporate  seals  to  bo  thereto  affixed  by  tlibir 
respective  officers  thereto  duly  authorized,  on  tlie  'dify  aiid 
year  first  above  written,  at  tho  City  of  Now  Tork- 

NoIITH  AmeIHOAN  PlIONOOIlAl’H  COSIPANY, 


Prosidoiit. . 


Enisox  PiiosooiiAPH  Toy  Manupaotuhino  Co.in'ANY,- 

Prosidoiit. 

[seal.]  ■  ■ 


[2M48] 


§yi  la  2%.  ^  tUyf^ci 

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A-  -zt^  xU^  /*i,tM,t  ^J«. 

4^  ^•€A^t^.  gffc  gc-^<-3'7'<<g/.«.*l»  ';ftA--t'CiA^ 

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aZi^  _ 


[ATTACHMENT] 


At  a  special  .moetiriE  of  the  Board  of  Directors  of  The  North 
American  Phonoeraph  Company, held  on  Friday  August  16th,, 1889. 

Referring  to  a  certain  agroomont  of  The  North  American 
Phonograph  Company  with  Edison  Phonograph  Toy  Manufacturing  Company 
dated  August  eth.,1889,a  copy  of  which  was  presented  and  read  by 
the  members,  it  was, on  motion  of  Mr.  John  Robinson, seconded  by  Mr. 

T . R . Lombardy  unanimously 

RES OL’/ED,  that  the  President  and  other  proper  officers  of  this 
Company  be, and  they  are  hereby  authorized  to  sign  and  execute  the 
said  agreement  for, and  on  the  part  of  this  Company. 


A  true  copy  from  the  minutes. 


Opinion  of  Messrs.  Witter  &  Kenyon  as  to 
marking  of  Phonographs  with  Dates  <S60., 
of  certain  Patents. 


New  Yoek,  August  15tli,  1889. 

Jesse  H.  Lipmecott,  Esq. 

Deaii  Sni :  Your  lottor  of  August  Ctli,  1 889,  iuclmling  copy 
of  n  lottor  fi’om  A.  Pollok  oiul  niso  a  trniislntioii  of  an  Arti- 
clo  from  “  La  Nature  ”  umlor  date  of  1878,  wore  duly  re- 
coirod.  Wo  liavo  also  had  sovoral  iiitorriows  with  yourself 
and  with  your  Mr.  Lomharil,  and  as  a  result  of  those  inter¬ 
views  and  your  communicatious  wo  find  that  wo  are  nskod  in 
olloot  tho  following  questions : 

1.  Ought  tho  article  designated  in  your  biusincss  ns  tho 
Phonograph  to  bo  marked  with  the  patent  date  of  patent  No. 
341,211,  dated  May  4th,  188G,  to  Boll  and  Taintor,  and 
Patent  No.  341,288,  dated  May  4th,  188G,  to  Taintor. 

2.  Wo  are  also  asked  to  exainiuo  tho  translation  from  “  La 
Nnturo  ”  above  roforred  to,  and  lot  you  know  whnt  bearing 
it  has  upon  these  two  patents  or  either  of  them. 

Wo  have  examined  the  translation  from  “Ln  Nature,"  tho 
two  patents  dated  May  4th,  188G,  No.  341,214  and  341,288, 
and  tho  Phonograph  above  roforrod  to. 

In  tho  first  place  tho  question  ns  to  whether  or  ijot  tho 
article  called  tho  Phonograph  shall  bo  marked  with  tho 
patontdatoof  tho  hvo  patents  No.  341 ,214  and  341,288  has 
no  connection  with  and  does  not  at  all  depend  npo..  an 
opinion  as  to  whothor  or  not  tho  inventions  of  those  two 
patents,  or  either  of  thorn,  or  any  part  thereof,  is  found  do- 


required  b3’  the  Stetuto.  It  is  therefore  needless  to  mnke  the 
cnroful  niid  prolonged  oxnminetion  which  would  be  necossniy 
•to  deterniiuo  whothor  tbo  devices  of  otiior  claims  than  those 
enumerated  aro  embodied  in  the  phonograph  in  order  to  set¬ 
tle  tlio  question  of  j'onr  right  and  obligation  to  mark  tlie 
said  insti'iimouts  ns  required  bj'  the  statute. 

Claims  7,  8  aud  lO-of  patent  No.  311,214  and  claims  1  and 
4  of  No.  341,288  refer  to  the  tablet,  and  therefore  these  tab¬ 
lets  should  thomsolvos  bo  marked  according  to  the  statute, 
or  tbo  pneknge  in  which  the  tablets  ai'o  contained,  if  the  tab¬ 
lets  arc  of  such  a  character  that  tbo  marks  cannot  be  put 
upon  the  tablets  thomsolrcs. 

IVo  believe  wo  have  answered  the  questions  propounded 
to  ns  and  we  remain, 

Yours  very  truh-, 

AVriTEu  <&  Kenyon. 


WHEREAS  by  Articles  of-  Agreement  dated  July 
10th,  1884,  Cornelius  Roosevelt  acquired  an  exclusive  licaise 
,5  from  Eelix  Paul  Ernest  do  Lalande  and  Geoige  Chaperon  under 
United  States  Letters  Patent  No,  274110  granted  March  20th, 
1883  to  said  de  Lalande  and  Chaperon, said  license  to  expire 
upon  certain  conditions; and 

IW  H  B  R  E  A  S  said  Roosevelt  did  on  the  same  day 
convey  by  instrument  in  writing  all  his  rights  under  said 
Articles  of  Agreement  aforesaid  to  the  Lpclanche  Battery  Com- 
pany.a  corporation  organized  and  existing  under  the  laws  of 
the  State  of  New  YorJr.'and 

WHEREAS  the  said  Leclanche  Battery  Company 
has  ceased  to  qperate  under  said  license  agreement  and  under¬ 
stands  that  its  rights  thereunder  have  expired  and  that  the 
--said  licaiso  agreement  stands  abrogated  and  annulled. 

NOW  THEREFORE  this  Instrument  Declareth  that  the 
rights,  privilege  and  license  vested  in  said  Leclanche  Bat¬ 
tery  Company  by  said  Articles  of  Agreement  and  by  said  as¬ 
signment  aforesaid  have  ceased  and  expired  and  that  said 
Leclanche  Battery  Company  at  the  date  hereof  do  not  hold 
or  claim  any  interest,  right,  privilege  or  license  under 
said  Letters  Patent,No,  274,110  whatsoever. 


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5^  knv,?  ~  HtS'/iaco 


/yff-io' 


TOffiElEAS  an  instrument  in  writing  of  which  the 
followingMs  a  copy  was,  on  or  about  November  I7th  1888,  duly 
executed  V,y  George  E,  Gouraud  and  Thomas  Alva  Edison  and  de^ 
livered  to  Thomas  B.  Connery  and  accepted  by  iiim;-  ' 

Dear  Sirt- 

Vje  the  iindersigned  hereby  offer  to 

agree  with  ,you  as  followsj** 

1,  YOU  are,  within  a  period  of  three  oai.ecidar  months 

to  obtain  from  the  Government  of  Mexico  an  exclusive  license  or^ 
concession  (.  wli^ch.on  its  face  shall  be  transferable  j 

Company  hereinafter  referred  to  )  to  supply  that  Government  for 
a  period  and  on  terms  and  conditions  satisfactory  to/  u>  with 
Phonographs  manufactured  in  accordance  with  the  pjresent  or  any 
future  invention  or  improvement  of  Mr  T«A,Edis on, \  within  the 
period  for  which  the  concession  may  be  granted  for,  use  in  the 
Government  Post  Offices  throughout  the  Republic  of  Mexico, 

2,  Within  three  calendar  months  after  obtaining  such 
license  or  concession,  you  are  to  form  and  establish, in  England, 
or  the  United  States  of  America,  or  the  Republic  of  Mexico,  a 
Company  with  limited  liability,  having  a  nominal  share  capital  of 
an  amount  to  be  hereafter  .mutually  determined  for  the  purpose 

primarily  of  acquiring  and  operating  in  Mexico,  (1)  the  phono¬ 
graphic  inventions  before  referred  to,  and  aii  further  improve¬ 
ments  th-erein  during  the  said  period  for  which  the  concession 
may  be  granted*  And  also  (2)  the  license  or  concession  before 
mentioned,  such  Company  and  its  §sed$ot  Incorporation  and  Reg¬ 
ulations  to  be  approved  by  the  undersigned* 


IZZ*  FORTHWITH  after  the  foimation  and  establishment 
of  the  Company  you  are  to  assign  or  transfer  to  the  Coc^iany  the 
License  or  Concession  so  to  be  obtained  from  the  Mexican  Gov<» 
eniment  in  consideration  of  shares  or  interest  or  fully  paid 
shares  in  the  o£^)ital  of  the  Company  to  the  amount  of  one  third 
part  of  such  capital* 

IFi*  SUBJECT  to  your  performance  of  the  above  obligev* 

ttions  we  the  undersigned  will  transfer  or  assign  or  otherwise 
will  grant  to  the  Cospany  the  exclusive  right  during  the  said 
period  for  which  the  License  or  Concession  shall  be  granted  to 
vend  and  use  in  the  Republic  of  Mexico  the  Inventions  and  imp 
provements  of  Mr  Edison  in  respect  of  his  Phonograph  patented 
or  during  the  period  aforesaid  to  be  patented  in  Mexico  together 
with  the  right  to  call  upon  Mr  Edison  to  patent  or  procure  to  be 
patented  in  Mexico  at  the  cost  of  the  Company  all  essential  im¬ 
provements  by  him  in  the  phonograph  during  the  period  aforesaid 
and  not  so  as  to  prejudicially  affect  any  rights  with  respect  to 
the  subject  matter  of  any  such  patent  in  emy  other  ooimtry  for 
shares  of  interest  or  fully  paid  shares  In  the  capital  of  the 
Company  to  the  amovint  of  one  other  third  part  of  such  capital* 

V*  Mr  Edison  shall  enter  into  a  binding  agreement  to 

manufacture  and  supply  to  the  Company  during  the  said  period 
such  phonographs  as  the  Company  may  require*  The  Cosipany  to  bind 
itself  to  take  at  least  1000  Phonographs  during  the  first  year  at 
a  price  to  be  eigreed  on  but  not  exceeding  fifty  dollars  per  in- 
strumentf  the  price  for  all  phonographs  supplied  to  the  Company 
during  continuance  of  agreement  not  to  exceed  the  said  sum  of 


5* 

fifty  dollars  per  instrument  save  when  the  cost  of  production 
thereof  .is  increased  beyond  the  cost  of  production  during  said 
first  year  by  reason  of  improvements  thereinj  increased  price  of 
materials  en^iloyed  in  the  manufacture  thereof  or  otherwise*  Such 
agreement  shall  contain  such  provisions  and  stipulations  as  to 
the  date  and  conditions  of  supply,  the  time  and  mode  of  payment 
and  otherwise  as  may  be  mutually  agreed* 

VI*  The  balance  'of  the  nominal  capital  of  the  C0D5)any 

(viz*  the  remaining  third  part,  thereof )  shall  be  subscribed  for 
as  working  capital,  each  party  hereto  being  entitled  to  take  and 
subscribe  the  same  in  the  proportions  of  the  shares  of  interest 
or  fully  paid  shares  so  as  aforesaid  to  be  taken  by  them  before  ■ 
said  capital  is  otherwise  offered  for  subscription* 

VII,  In  case  the  License  or  Concession  referred  to  in 

Clause  /  shall  not  be  obtained  by  you  within  the  time  in  that 
clause  mentioned  or  in  case  the  Company  shall  not  be  formed  and 
established  to  the  satisfaction  of  the  undersigned  within  the 
time  by  Clause  2  limited  for  that  purpose  either  or  both  of  such 
times  may  by  mutual  consent  be  extended,  failing  wMch  this 
agreement  shall  ipso  facto  become  void  on  the  expiration  of  the 
time  limited  by  Clause  I  or  by  Clause  2  as  the  case  may  be  ^d 
thenceforth  neither  party  shall  have  any  claim  against  the  other 
by  reason  of  such  avoidance  or  by  reason  of  anything  done  or 
omitted  during  the  pendency  of  this  agreement* 

We  are,  Dear  Sir j 

Yours  obediently 

E*  Qouraud* 

Thomas  Alva  Edi8on«i 

1  agree  to  the  above 

Thomas  B*Connery« 


AND  TOIEREAS  the  said  Connery  requests  certain 
modifioaSions  of  said  instrument  which  modifications  are,  First, 
that  the  time  limited  in  said  instrument  for  the  obtaining  of  the 
Concession  therein  mentioned  from  the  Government  of  Mexico  shall 
he  extended  to  October  2ath  1889,  Second.that  the  number  of 
machines  to  be  purchased  by  the  said  Company  during  the  first 
year  shall  not  be  more  than  five  hundred  and.  Third,  that  said 
Gouraud  and  Edison  waive  their  and  each  of  their  rights  to  sub¬ 
scribe  for  the  remaining  one  third  of  the  Capital  stock  of  said 
Company  open  to  subscription  or  any  part  thereof  as  provided  in 
said  Contract, , 

AND  WHEREAS  the  said  Gouraud  and  Edison  have  con¬ 
sented  to  said  modifications* 

Now  therefore  for  and  in  consideration  of  one 
Dollar  paid  by  said  Thomas  B.  Connery  to  said  Gouraud  and  Edison 
the  receipt  whereof  is  hereby  acknowledged,  it  is  hereby  AGREED 
as  follows:-  That  the  aforesaid  instrument  be  and  the  same  is 
hereby  modified  so  that  the  three  calendar  months  specified  in 
Clause  I  of  said  instrument  shall  expire  October  28th  1889,  That 
Clause  5  In  said  contractfand  the  same  is  hereby  amended  and 
modified  by  substituting  the  words  "five  hundred*  in  place  of 
the  figures  1000  so  that  the  said  Clause  shall  read  •  the  Com¬ 
pany  to  bind  itself  to  take  at  least  five  hundred  Phonographs 
during  the  first  year  at  the  price  of  sixty  dollars  per  instru¬ 
ment  etc*  etc*  That  Clause  6  be  and  the  same  is  hereby  amended 
and  modified  by  adding  at  the  end  of  said  Clause  the  following, 
•the  said  Gouraud  and  Edison  .hereby  jointly  and  severally  waive 
their  and  each  of  their  rights  to  subsorihe  for  the  remaining 


third  part  <of  said  capital  stodkefiened  'to  subscription  as 


referred  to  in  this  clause  or  for  any  part  thereof,  anything 
herein  contaiined  to  the  contrary  notwithstanding*, 

IN  WITNESS  WHEREOF  the  said  G,  E*  Gouraud  and 
Thomas  Alva  Edison  have  hereunto  set  their  hands  and  seals  on 


the 


A»  1889 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT 


c 

Jesse  H.  Lippincott, 

The  North  American  Phonograph  Company 


Thomas  A.  Edison, 

C 

OCTOBER  ¥l,  1889. 


luatlo  this  31st  day  of  October,  1889,  bo- 
twoon  ,Iesse  H.  LippiNcorr,  the  Noiirii  Ajieiuoan  Piiono- 
anAPH  CojiPANY,  hereinafter  called  the  Company,  and  Tno.irAS 
A.  Edison. 

J,n  (Ccinslrtcvilttcin  of  One  Dollar  paid  by  each  of 
the  parties  hereto  to  the  others,  the  receipt  whereof  is  here¬ 
by  acknowledged,  and  for  other  valuable  consideratiou,  it  is 
agreed  as  follows ; 

Eins’P.  Eoforring  to  a  certain  promissory  note  for  366,000, 
with  interest,  dated  December  1,  1888,  and  payable 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Ootobor  31,  1880,  inntlo  bv  fcUo  snicl  Lippinoott  and 
oiidorsod  by  tbo  said  Ooaipany,  and  dolivorod  fo  tbo 
said  Edison  who  now  bolds  tho  same,  it  is  agreed  that  the 
said  note  shall  bo  oxtondod  for  two  months,  and  to  that 
ond  that  a  renewal  note,  tho  receipt  whereof  by  tho  said 
Edison  is  lioreby  aoknowlodgod,  shall  bo  and  hereby  is  given 
to  the  said  Edison,  for  that  being  tho  amount 

of  tho  said  matured  note  with  interest  thereon,  tho  said  re¬ 
newal  note  to  bo  payable  Deoombor  31,  1889,  llxed,  at  No 
100  Broadway,  New  York  City,  with  interest,  tho  said  note 
to  be  made  by  tho  said  Lippinoott,  and  to  be  endorsed  by 
tho  said  Company. 

Seco.vd.  Tho  said  Li])pmoott  having  delivered  to  tho  said 
Edison  simnitaneously  with  tho  execution  of  this  agroonioiit 
11,850  shares  of  stock  in  tho  said  Edison  Phonograph  Com¬ 
pany,  us  security  for  tho  payineiit  of  tho  aforesaid  promis¬ 
sory  note  for  ..with  interest,  tho  receipt  of 

which  shares  of  stock  tho  said  Edison  hereby  acknowledges. 
It  IS  agreed  that  tho  said  Edison  shall  hold  tho  stock  as 
security  for  tho  payment  of  the  said  note,  with  full  voting 
power  thereon,  and  that  in  tho  event  of  default  in  tho  pay¬ 
ment  of  the  said  note,  tho  said  Edison  shall  have  tho  right 
to  realize  upon  tho  said  security  by  selling  tho  same  at 
oithor  public  or  private  sale  as  ho  may  think  best,  and  after 
deducting  from  tho  proceeds  tho  amount  of  tho  said  note 
with  interest,  ns  herein  provided  for,  shall  account  to 
tho  said  Lippinoott  tor  any  surplus,  if  any,  remaining 


throe  like  parts.  Done  at  tho  City  of  Now  York  on  tho  day 
and  year  first  above  named. 

AVitnoss  to  Mr.  Lippinoott.  Jesse  H.  LirriNoora  [seal.] 
0.  AValou’it. 

The  Noetii  Ameiiioan  Pno.voonAPK  Company. 

By  Jesse  H.  Lippinooit, 

I  SEAL.]  President. 

Attest : 

Geo.  H.  Eitzwilson, 

Soorotary. 

AVitnoss  to  Mr,  Edison, 

Tiiojias  Maguhie. 


Tiios.  A.  Edison,  [seal.] 


/a  Uitneas  Whereof,  the  said  Lippinoott  and  tho  said 
Edison  have  horounto,  severally,  sot  their  hands  and  seals,’ 
and  tho  said  Company  has  causod  tliis  instrument  to  bo  ex¬ 
ecuted  in  its  corporate  name  and  its  corporate  seal  to  be 
hereto  aOixed  by  its  proper  ollioers  tliorouiito  didy  author¬ 
ized,  tho  said  ngroomoiit  being  for  oouvoniouco  executed  in 


[2244] 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


%  GY  j 

] 


AGREEM  ENT 


c 


Jesse  H.  Lippincott, 


The  North  American  Phonograph  Company, 


Thomas  A.  Edison. 
C 

DECEMBER  31,  1889. 


^VflViJCmcnt  ma<lo  this  31st  day  of  December,  1889, 
between  Jesse  H.  Lippincoit,  the  North  Amebioan  PnoNO- 
QRAPH  Company,  hereinafter  called  the  Company,  and  Thomas 
A.  Edison. 

(£  Sn  ffiOlIsilTcvattOH  of  One  Dollar  paid  by  each  of 

the  parties  hereto  to  the  others,  the  receipt  whereof  is 
hereby  acknowledged,  and  for  other  valuable  considerations, 
it  is  agreed  ns  follows  : 

First  :  Beferring  to  a  certain  promissory  note  for  SGS,676., 
dated  October  31st,  1889,  and  payable  December  31st,  1889, 


[FROM  "MR.  EDISON’S  PHONOGRAPH 


CONTRACTS,"  CAT.  1402J 


2- 


■with  intorest,  miulo  by  tlio  said  Lippiiieott  and  endorsed  by 
the  said  Company,  and  delivered  to  tiie  said  Edison,  who 
now  holds  tlio  same,  whieh  said  promissory  note  was  a  re¬ 
newal  note  of  a  eertain  other  promissory  note  for  $05,000., 
witli  intorest,  dated  Booembor  1st,  1888,  and  payable  Oeto- 
bor  31st,  1889,. made  by  and  between  the  same  parties,  it  is 
agreed  that  the  said  first  mentioned  note  shall  be  further 
extended  to  the  first  day  of  April,  189(1,  and  to  that  end  that  i 
a  renewal  note,  the  receipt  whereof  by  the  said  Edison  is 
hereby  aohuowledgod,  shall  bo  and  hereby  is  given  to  the 
said  Edison,  for  808,575.,  with  interest  thereon  from  the  said 
31st  day  of  October,  1889,  the  said  renewal  note  to  bo  paya¬ 
ble  April  1st,  1890,  fixed,  at  No.  100  Broadway,  Now  York 
City,  the  said  note  to  bo  made  by  tlio  said  Lipi>incott  and  to 
bo  endorsed  by  the  said  Company. 

Second  ;  Tlio  said  Lippincott  having  heretofore  delivered 
to  the  said  Edison  11,850  shares  of  stock  in  the  Edison 
Phonograph  Company,  ns  security  for  the  payment  of  the 
first  of  the  aforesaid  of  tlio  promissory  notes  for  86.8,575.,  (  ' 

with  intorest,  the  receipt  of  which  sliares  of  stock  the  said 
Edison  lieroby  acknowledges,  it  is  agreed  that  the  said 
Edison  shall  hold  and  retain  the  said  stock  as  security  for 
the  payment  of  the  said  last  mentioned  promissory  note  for 
868,575.,  dated  Deooinber  31st,  1889,  with  fall  voting  power 
thereon,  and  that  in  tlio  event  of  default  in  the  pn}-ment  of 
the  said  note,  the  said  Edison  shall  have  the  right  to  realize 
upon  the  said  security  by  selling  tlio  same  at  either  piiblio 
or  ])rivato  sale  as  he  may  think  best,  and  after  deducting 
from  the  jiroceeds  the  amount  of  the  said  note,  with  interest, 
us  heroin  provided  for,  shall  account  to  the  said  Lippincott  ( 
for  any  surplus,  if  any,  romainiug  over. 

In  Wihicua  ll'/ieraof,  the  said  Lippincolt  and  the  said 
Edison  have  horonuto  severally  set  tlioir  hands  and  seals, 
and  the  said  Company  has  caused  this  instrument  to  be  ex¬ 
ecuted  in  its  corporate  name,  and  its  corporate  seal  to  bo 


hereto  affixed  by  its  proper  oflicors  thereunto  duly  author¬ 
ized,  the  said  agreement  being  for  convonienco  executed  iu 
three  like  parts.  Bono  at  the  City  of  Now  York  on  the  day 
and  year  fii-st  above  named. 

Witness  to  Mr.  Lippincott.  Jesse  H.  LipriNCorr.  [seal.] 
0.  Walouit. 

The  Nobtii  Ameiiican  PiiONOonAPii  CojirANY 
by  Jesse  H.  Lippinco’it, 

[seal.]  President. 

Attest; 

Geo.  H.  PiTzwiLSON, 

■  Secretary. 

Witness  to  Mr.  Edison.  Thomas  A.  Edison,  [seal.] 

A.  O.  Tate. 


■0 


o 


[2245] 


AGRKEMEMT  "lado  t-hia  day  ol'  Eeuenibor,  1880,  by 

and  botWGon  THOMAS  ALVA  EDISOM,  of  Llav/ollyn  Park,  fiaw 
Jersey,  of  tbo  first  part,  and  tho  EEISON  PliOMOGRAPH 
WORKS,  of  Oranfjo,  Mo^y  Jersey,  of  the  second  'art,  and 
EVERETT  ERAZAR  and  JOHN  LIM.OSLEY,  composing  the  firm  of 
ERAZAR  and  COMPAMY,  of  Yokohama,  Japan,  of  the  third  part 


WHEREAS,  the  first  party  is  tho  inventor  of  what  is 
generally  known  as  the  Phonograph,  whioii  invention  is  moog 
pai'ticularly  described  in  Letters  Patent  of  tJio  United 
States,  Mo.  200,5:21,  dated  February  19,  IS78,  for  ail  "Im¬ 
provement  in  Phonographs  or  Speaking  ilaohinos" ,  and  upon 
or  including  which  invention  Le-ters  Patent  of  various 
foreig"  countries  have  .bom  granted  to  the  first  party; 
and 


VIHEIIEAS,  tVie  third  party  desires  to  act  as  tho  agent 
of  tho  first  party  to  introduce  and  exploit  the  afore¬ 
said  invention  in  the  Empire  of  Japan,  and  tlie  first 
party  is  willing  to  appoint  the  third  party  his  agent  as 
aforesaid,  on  the  terms  and  conditions  herein  set  forth; 


NOW,  THEREFORE,  it  is  agreed  by  an.l  between  tho  said 
parties  hereto  as  follows,  that  is  to  say: 


FIRST:  The  first. party  hereby  appoints  tho  third 
party  his  sole  and  exclusive  agent  for  the  introduction' 
and  sale  in  the  Empire  of  Japan  but  not  elsewhere,  of  the 
aforesaid  Phonograph  and  all  appliances  and  supplies 
necessary  to  the  operation  thereof,  including  phonogram^ 
blanks,  phonograms;;,  and  instrumental-  or  vocal  records. 
The  first  pai'ty  further  agrees  tliat  this  agreement  shall 
cover  not  only  what  inventions  he  has  already  made  re¬ 
lating  to  Phonographs  and  supplies  as  aforesaid,-  but  also 
such  as  he  may  at  anytime  hereafter  malic  during  the  con¬ 
tinuance  of  this  agreemeirt. 


SEGOME:  Tiio  third  party  shall  have  the  right  to  ap¬ 
point  sub-agents  for  the  exploitation,  introducti on- and 
sale  of  the  said  phonographs  and  supplies  v/ithin  the 
aforesaid  territory,  on  tho  terras  and  conditions  heroin 
provided  for,  but  such  si.ib-agents  shall  no,.t:  in  any  way 
whatsoeV>%r"  .bind  tho  firs-t  party  save  and’^xcept  as  ho 


may  from  time  to  time  specifically  consent  in  v/ritingt 
Moreover, /the  third  party  shall  not  ajpoint  any  corpora¬ 
tion  as/its  sub-agents  as  aforesaid,  nor  assign  this  oon- 
tract<’  either  in  whole  or  in  part,  to  any  corporation, 
noiy'assign  any  interest  hereunder,  without  first  having 
obtained  the  written  consent  of  the  first  party, 

/THIRD:  The  second  party  hereby  agrees  to  manufac- 
/  turo'^  and  supply  the  aforesaid  Phonographs  and  appliances 
ani-V devices  appertaining  thereto,  to  the  third  party,  and 
to/ deliver  the  same  at  the  actual  cost  of  maraifacture 
Wplns  t  enty  per  centum  thereof,  (together  vdth  an  ad-  i 
j  di  tional  charge  of  Ten  Dollars  on  each  and  every  Phono  / 
graph  supplied,  provided  for  below  in  the  fourth  section  / 
hereof),  the  said  contract  to  maniifacture  to  include  cost/ 
of  laboy, omaterial  and  general  expense,  ami  included  in  / 
general  expense  sh.all  be  five  per  centum  of  the  said  / 
aggregate  cost  of  labor  and  material,  for  depreciation  ■ 
of  plant,  as  well  as  such  royalties  for  the  use  of  patent 
'v..as.  the  second  party  ma;,  be  compelled  to  pay. 

The  terms  of  payment  for  Phonographs  and  other 
articles  delivered  to  the  third  party  as  aforesaid , shall 
be  ope-half  in  cash  in  the  sixty  < 


K-  'M 

.manfacture  plirsfc^ 


twenty  per  conti>s(  to  be  paid  by  the  thirjJ/party  as 
aforesaid,  there  ff^all  be  pdded  theveto^io  sdm  of  Ten 
Dollars,  as  alreadjN^jontioned  above,,^<for  each  and  svevy^ 
Phonograph,  as  a  spec^>al  royalty,X^  compensation  pay-  ^ 
able  to  the  first  party^^nd^ilie  second  party  shall  at 
quarterly  periods,  or  atJ^K^  other  regular  periods  as 
may  be  agreed  upon  bot;yd^  the  first  party,  aceoun 

for  and  pay  to  the  £^st  party  thc^said  royalty  without 
any  deduction  whaj^er,  and  shall  n«;:ther  furnish  the 
second  party  qujfrterly  as  aforesaid,  wi^th  a  v/ritten  state 
ment  containing  the  full  and  complete  de^i,ls  of  the 
transacbionb^ relating  thereto,  and  the  first'S^arty  shall 
have  reaspif^ble  access  to  the  books  and  record^NQf  the 
second  ahk  third  parties,  to  verify  such  acaountirig^and 
statemjmts. 

Xs  regards  all  phonographic  appliances  and  supplies, 
/Uding  phonogram  blanks, phonograms,  and  instrumental 
^ooal  records,  as  aforesaid,  there  shall  be  added 
'  the  cost  ai*  manuf ae-turo .  nluc  1irwoTit'y-4ieLr  contu''i, 
^^^]^[bj3_paid— I 

I  / 


payable  to  the.-;:X‘irst^..pai’ty ,  the  same  to,-b'e'-in  the  sajno 
proporUoH-to  (_^,.(rclling  price  of  aid  eoveral  article, 
as^Tresaid,  a:r  tho  above  montioriod  royalty  of  Ton 
Dollars  for  a  phonograph  is 'fr-oTn  time  to  ti  'o  to  tho 
said  soiling  price  thereof.  . 


I'lPTI-f^hp  third  parV  agrees  and  gwarante'do  to  the 
second  party  to -ordor  and  hurchaso  phonogr^apl^  at  tho 
rate  of  notless  than  Two  laiV.dred  per  annti^  during  tho 
continuance  of  this  agroomept  and  as-I^Troin  provided’ fo-, 
any  exo^s _3t;_,,pr.do.rs.--.of:;..<^Q  V. being  considered 
^_r.e.sams  any  other  year^bd<  each  year  to  standby 

oiVthe  fra-td  purchases  of  tho  third 
party  being  in  any  yoar-'less  ithan  Tfto-rnndrod  phono¬ 
graphs,  either  of  tjro'' other  p'arties  h^to..  may  at  will 
terminate  this  agreement  at  apy  time  within'-'th.roe  months 
af.er  tho  end  of  the  year  in  \iihioh  less  than  Two-'Tsindrod 
phonographs  shall  have  boon  purchased,  provided  that'  at'- 
least  thirty  days  written  notice  of  sneh  termination 
sorvod  on  like  thirty  days  written  notici 
party  hereto. 

SIXTH;  Tho  third  party  agreos'^^'o  manufacture  or 
authorise  the  manufactureci.eithor  in  Japan  or  olsewhe-o 
anyof  the  articles  eovered^by  this  agreement,  but  siiall 
purchase  and  procure  tho  same  entirely  from  tho  second 
party,  so  long  as  this  agroomont  lastSi 

SEViJHTII:  This  contract  is  made  with  the  third 

party  by  reason  of  tho  confidonco|>  of  the  other  parties 
hereto  in  the  personal  ability  of  tho  persons  composing 
tho  said  third  party^  to  piroporly  exploit  tho  sale  and 
inti'oduotion  of  tho  articles  covered  hereby,  and  as  a 
condition  hereof  it  is  agrood  that  tho  persons  composing 
the  third  party  shall  actively  devote  themselvos  the.-eto 
and  shall  provide  the  neoossari'  moans  thorofor. 

In  the  event  of  tho  death  or  retiring  from  business 
of ^either  ori  both  of  the  persons  constit  uting  the  third 
party  heret6,  this  agreement  shall  thereupon  ipso  facto 
determine  and  cease,  save  and  except  as  it  may  bo 
tended  by  mutual  consent,  but  unless  terminated  as  afore 
said  or  as  otherwise  rovided  for  elsewhere  herein,  this 
agreement  shall  contine  until  and  including  the  3Ist  day 
o^  Deo  ember,  1894,  at  which  time  it  shall  end.  // 

CV  f  At  ^ 

IH  WITllESS]  WHEREOF  th?  nrs^t>V?rh^;;^^iT^'hCo- 
unto  sot  his  and  and  seal,  and  the  second  party  has' 
caused  its  corporate  name  and  seal  to  bo  hereto  affixed 
and  attested  by  its  proper  officers  tbelreunto  duly  author 
ised.  And  tho  parties  comp  sing  tho  third  party  have 
hereunto  set  their  hands  and  seals,  this  agreement  being 
lor  convenience  exoautod  simultaneously  in  tvro  parts. 

Done  at  tho  City  of  New  York,  State  of  Mow  York,  Dnited 
States  of  America,  on  tho  day  and  year  first  above  named. 


on  tho  other 


( Seal ) 


Witness  to  Mr.  Edison. 


EDISOM  PHONOC7RAPH  WORKS 
By  _  _  .  ^ 


(Seal) 


4tt  QSt  • 


President . 


Secretary . 


V/itness  to  Mr.  Erazar. 


(Seal) 


Witness  to  Mr.Lindsley . 


[ATTACHMENT] 


EATON  &  LEWIS 


y)/cw  /y-A 


X  for  Chiria , 

<  A.  OV  Tate  of  M- 
}  request,  t 
I  and  I  noDT 


Everett  Prazfer , 

124  ^ater  S'lSreet, 

Dear  Sir: 

Re  Edison  Phonograph  Agency  for 
Referring  to  your  letter  of  ^une  26,  ISa 
Ison’s  .laboratory,  I  beg  t^  say  that  ayMr, 
have  drawn  the  enclosed  contract  of  a^ncy  fc  ^ 

hand  it  to  you  to  fihd  out  if  it  is  s^isfact<?ry  tp  your  firm, 
it  is,  a  similar  contract  will  be  drav/p  fop  China,  save  and  except 
that  the  parties  of  the  second  party  in  the  case  of  the  China 

oontradt  consist  of  yourself  and 'William  Shepard  V/etmore. 

You  will  notice  that  you  are  required  to  take  at  least 
200  phonographs  yearl^  for  Japan  and  a  like  amount  yearly  for 
China. 

•'Inasmuch  ad  Mr.  Edison"  Is  iust  transferring  his  phono¬ 
graph  interests  for  the  world  to  a  third  party,  it  is  Important 
that  these  two  agency  contracts  of  youfs  ahoidd  be  settled  within 
the  next  two  or  three  day_s.  Will  you  therefore  kindl^  let  me  know 
whether  you  accept  this  aoaqtract  for  Japan,  and  if  yoif  do,  1  shall 
immediately  proceed  to  prepare  a  similar  one  for  China. 

Hoping  tp  -receive  your  ear].y.  reply,  I  remain, 

Very  trxxly  ypur?. 


.A;project  has  been  matured  by  the  principal  stockholders  of 
the  Edison  Ejtectric  Light  Company  and  the  three  Edison  manufacturing 
companies,  viz:  The  Edison  Lamp  Company,  of  Harrison,  N. J, , Bergmann 
Company ■, of •  New  York  City,  and  The  Edison  Machine  Works  of  Schenec¬ 
tady, N.  7.,  for  the  consolidation  of  these  four  corporations  into  a 
new  company  to  be  known  as  the  Edison  General  Electric  Company,  The 
project  is  due  to  the  conviction  forced  upon  its  promoters  by  the  prac . 
tical  results  of  the  existing  relations  between  the  Edison  Electric 
Light  Company  and  the  manufacturing  con^janies  that  it  will  be  large]y 
to  the  benefit  of  both  the  patent-owning  and  the  manufacturing  in¬ 
terests,  and  insure  the  more  general  and  rapid  introduction  of  the 
Edison  electric  light  in  this  country,  to  be  united  under  one  control. 

The  proposed  new  company  has  been  organized  under  the  laws 
of  the  State  of  Nav  Jerseywl^h  a  capital  of  $12,000,000.  Preliminary 
agreements  have  been  entered  into  for  the  purchase  by  it  of  the  ehiine 
stock  of  the  manufacturing  companies,  payable  partly  in  cash  and  part¬ 
ly  in  the  stock  of  the  new  company.  The  purchase  price  is  equal  to  a 
capital  sum  on  which  the  absolute  net  earnings  of  the  manufacturing 
companies  show  a  clear  income  of  15  per  cent,  during  the  year  ending 
November  1,1388. 

The  stockholders  of  the  Edison  Electric  SiEKtrxE  Light  Com¬ 
pany  will  be  invited  to  come  into  the  new  combination  on  what  are  be¬ 
lieved  to  be  liberal  terms,  as  hereinafter  mentioned. 

The  net  income  of  the  manufacturing  companies,  together  with 
tto  .vallabl.  incojtof  Edison  Electric  Light  Cepsw,  "oon  P*'-. 
,dt  thc-dlstributioh  01-  a  per  cent,  dividends  on  the  entl«  stcch  cf 


the  new  company  to  be  used  in  carrying  out  the  consolidation  project. 


But,  in  order  to  give  the  undertaking  a  sound  and  safe  start,  it  is 
the  purpose  to  pay  a  dividend  only  on  part  of  the  stock  to  be  received 
by  the  stockholders  of  the  manufacturing  companies  and  to  be  offered 
to  the  stockholders  of  the  Edison  Electric  Light  Company-— in  other 
words,  to  create  temporarily  two  classes  of  stock,  viz:  one  on  which 
8  per  cent,  dividends  will  be  paid  at  once,  and  another  on  which  the 
same  dividends  shall  be  distributed  only  after  the  consolidation  has 
actually  resulted  in  the  increase  of  business  which  can  be  reasonably 
expected  from  it.  '  „  ■ 

The  stockholders  of  the  Edison  Electric  Light  Company  are 
to  receive  for  Every  $100.  share  $266.66  nominal  in  the  stock  of  the 
new  company.  Of  this  amunt  $175.  will  be  stock  immediately  entitled 
to  8  per  cent  dividends,  $58.33  will  be  stock  on  which  dividends  will 
be  deferred  as  stated,  and  $33.33  will  be  stock  to  be  issued  only  at 
the  expiration  of  two  years  from  February  1,1889. 

. ThT'sto^holders  of  Messrs. Bergmann  &  Company  are  to  receive 

for  eveiy  $100.  share  $120,  of  which  one-third  will  be  cash,  one- 
fourth  will  be  stock  on  which  the  dividends  will  be  deferred  and  the 
balance  will  be  stock  immediately  entitled  to  8  per  cent  dividends. 

Any  dividends  paid  by  Messrs. Bergmann  &  Company  on  or  after  November  , 
1,1888,  will  be  deducted  from  the  cash  payment  to  be  made  to  the  stock 
holders. 

'''  — Tri  order  to  provide  the  part  cash  payments  to  be  made  to 

the  stockholders  of  the  manufacturing  companies,  and  to  furnish  the 
new  company  with  the  necessary  working  capital,  a  syndicate  has  been 
formed  that  will  subscribe  for  $2,000,000.  of  stock  of  the  new  com- 


I 

-5- 

pany  at  par. 

The  entire  capital  stock  of  the  new  company  will  be  made 
full  paitt  through  the  -several  transaetions  described,  but  in  pur¬ 
suance  of  these  transactions,  there  will  be  at  the  disposal  of  the  new 
company  through  a  trust  $3,166,000.  of  full  paid  stock,  v/hich,  with 
a  cash  working  capital  of  nearly  $1,000,000.,  will  abundantly  equip 
it  for  cariying  on  a  large  business.  The  members  of  the  syndicate 
referred  to  include  the  following: 

Messrs. nrewel, Morgan  Si  Co., 

Messrs. Winslow, Lanier  &  Co., 

Thomas  A. Edison, 

The  Deutsche  Bank,  Berlin,  and  Ifr.Jacok  S.H, Stern, 
of  Frankfort -on-t he -Main,  composing  a  financial  syndicate  for  which 
l/tr. Henry  Villard  is  acting  in  this  country. 

The  General  Electricity  Company  of  Berlin. 

Messrs. Siemens  &  Halske,  Berlin. 

The  General  Electricity  Company  of  Berlin  is  a  company  with 
12  million  marks  capital  paid  in,  mainly  devoted  to  the  introduction 
of  the  Edison  system  of  central  station  lighting  on  the  continent  of 
Europe.  The  largest  stockholders  in  it  are  ^&ssrs. Siemens  &  Halske, 
whose  great  establishment  for  the  manufacture  of  every  sort  of  elec¬ 
trical  apparatus  has  a  world  wide  reputation  as  the  largest  and  most 
successful  of  the  kind  in  existence.  The  head  of  it  is  the  eminent 
scientist  and  discoverer  in  the  field  of  electricity,  Dr.Werner 
Siemens.  The  identification  of  Messrs. Siemens  &  Halske  with  the  new 
company  will  insure  to  it  the  great  benefit  of  a  cooperation  between 
Thomas  A. Edison  and  Dr.Werner  Siemens  in  the  promotion  of  their  art 


and  in  the  regular  exchange  of  laboratoiy  and  manufacturing  experien- 
.  cea.  This  arrangement  will  give  the  new  company  a  vast  advantage  over 
all  competitive  interests.  The  new  company  v/ill  also  hold  licenses 
for  all  the  valuable  patents  owned  by  Messrs. Siemens  &  Halske  in  this 
country. 


The  undersigned  stockholders  of  Messrs. Bergmann  &.  Company 
hajEeby  agree  to  accept  the  terms  above  mentioned  for  their  respective 
holdings  and  to  deposit  them  for  the  purpose  of  payment  of  cash  and 
of  exchange  of  securities  of  the  Edison  General  Electric  Company  in 
the  hands  of  S.B.Ea-ton,  Trustee,  120  Broadway,  New  York,  provided  s 
majority  of  the  stock  of  the  Edison  Electric  Light  Compeiny  and  a  ma¬ 
jority  of  the  stocks  of  the  manufacturing  compeinies  shall  have  agreed 
to  enter  into  the  arrangement  as  explained,  ^ 


(1)  A  OomiTiini/-  -to  1)0  formccl  called  KDISOll  UlTITlffl  PllOiroWllW’II 

AITO  GRAPMOPlIOin^  ClOMPAir/,  in  -aio  fltato  of - ,  vfit]-;  a  capi- 

ttd.  of  ft  ,  half  of 711101:  io  io  b:;  Bivca  to  Pdiron  tuid 

Goiirand,  nndh'.lfto  tho  Into'nurt  ioiial  ('iT.!i)li6phono  po ijplo . 

(2)  'i’horo  shall  Ix!  a  llora’cl  of  T)ii-octora ,  conniotiiit!;  of  :iino 

1 

(P)  mot'.ilioi’ Oi  foiii-  of  vfhorn  cihi  11  bo  nolooted  by  tho  Ovapliophono  '■ 
Ooinpany,  find  fotu-  by  hdioon  an'.’  Gounaud;  tho  ninth  noiiibor  ciiall 
1)0  .00  loo  tod  by  mitiial  coni’.ont. 

A.ft  '.CO  LAilUPAOTUIU-IG.  ' 

j  All  r.i.m.nlV.',c  tui-iivi  for  tho  ontiro  world  to 

bo  by  tho^Kdifon  Phono, 'ji'OTh  V'orhrj. 

(2)  I’ho  r.o.7rd  of  hii-o  ctor.o  of  thin  floinpany  tiiall  oonid..ot  of 
five  oonberB,  -a-iroo  t  o  bo  oolootod  by  JMioonani  too  by  tlio  Craplio- 
plsraio  Oonpany. 

(B)  '.Clio  Capital  of  -aio  Cooipary,  oojioi  .ot  tbifi  of  tlu-oo  thoa.'iand 
ahivoB  of  one  hundred  doll  oi' bo  rah,  mihiap;  ftbOO,  000 ,  to  bo  inoroa- 
Bod  to  ci::  thainfX'xl  BheroB  of  .''ilOO  c.och,  maJ-fin;;  ftOOO,ooo;  tho  in- 
croaEic  to  bo  oubjoct  to  tlio  fiariic  tonno  and  conditionEi  ao  tho  pi’o- 
Bont  c;.pitol;  tho  Into  mat  ional  intcrcot  to  rncoivc  l,4dO  of  tho 
'incrcanc  on  p'-  yment  of  $1^4^00. 

(4)  'fho  aivwunt  of  tho  coeA  of  all  tooln  aixl  nncliinory  and 
Ci-qiliophonoB  and  parts  thoi-oof,  as  .also  tho  cost  of  tho  rcloaso  of 
tho  Intom  at  ional  Oort^iany’s  loaBo  on  Colt's  facto  to  In  accepted 
in  lion  of  bo  iiiioh  cash  in  iiayrnont  of  said  stool:, 

(C)  Soligniuin  hrothorB,  Lonebn,  to' bof'tho  finrinci.td  aconts 

abroad,  and  J,  ft  VI,  Solisrnann,  of  Hove  Ybid: ,!dtlic.  fimneird.  agents 

in  tho  United  States  oi’  tlio  Kdison  United  Phonograph  aitl  Grapho- 
phone  Compar^i'-,;  '  ■>’  .-i- 


2 

TI-I33 

Phonograph  Company 


Plioiiograpli  No. 

Phonograph — Graphophone  No. 


D.itcd 


^0t'CCUX.CUt,  inailo  this  tiny  of  18  ,  botwooii  The 

PiioNoaiiArii  Company,  a  corpomtiou  duly  ovgiiiiiEod  nndoi-  tho  laws  of  tlio 
Stiito  of  nnd  noting  nndor  niitliority  of  Till!  Noiith  AMEniOAN  PiiONOonAi’n 

Company  nnd  Jesse  H.  Lippincoit,  Sole  Licensee  op  the  Ameihoan  G  o  ii  n  C  'any,  pnvty 
of  tlio  first  piirt,  nnd  lioroinnftor  cnllcd  tho  Lessor,  nnd 
of 

party  of  tlio  second  part,  horoiimftor  cnllcd  tho  Lossoo, 

'Bllltncssctli : 

Thnt  tho  Lessor  has  lot  nnd  hired  for  nso,  within  tho  following  doscribed  territory, 

and  by  those  presents  doth  lot  and  liiro  for  nso  rvithin  said  torritoiy  unto  tho  said  Losseo  tho  fol¬ 
lowing  described  mnehiuo  and  porsonnl  property ; 


'  O  ^ 


for  tho  term  of 
dollars  por  year,  payable  from  nnd  nftor  tho  dnto 
porsonnl  property,  ns  follows : 


from  thoAhi^  Itocof,  nt  tho  rent  or  hire  of  Forty 
3  of  dolpro^  to  tho  Losses  of  nbovo-dosoribod 


And  it  is  further  agrood  by  nnd  botwoon  tho  pi^o^t^hoso  presents,  thnt  if  default  shall  bo 
made  in  tho  payment  of  tho  rout  horoinboforo  provicjydrfor^r  of  any  of  the  iiistnlhnonts  thereof, 
then  it  shall  bo  lawful  for  tho  Lessor  to  ro-ontor,  nnfl  ^d(^ossor  may  ro-outor  into  tho  possession 
of  tho  personal  properly  above  doscribod,  and  may  n{rou  tho  promises  of  tho  Lossoo  and  upon 
any  other  promises  where  tho  same  may  bo  foui^  nsdrjako  away,  repossess  and  onjoy  tho  said 
personal  property  as  though  those  presents  hud  ^on  made,  without  any  liability,  ncoount- 

ability  or  responsibility  of  tho  Lessor  to  tho  Losgpo.  orOiny  other  person  or  persons  for  so  doing, 
and  it  is  agreed  that  such  ro-outry  or  notice  ^  aijcli^-o-oiitry  or  any  uotico  of  cancellation  and 
annulment  hereof,  subsoqnout  to  such  dofnuirq^ll'^porato  us  a  full  and  comploto  eancollatioii 
and  annulinont  of  this  ngi’oomont  nnd  lieenso.  ^ 

And  tho  Lessee  does  eovonant  and  ag^  ijiqg’tho  said  poisonal  property  shall  bo  taken  to 
Q  ^  and  thoro  hold  and  kept,  and 

not  romoved  thorofrora  without  tho  written  (Si^ut^f  tho  Lessor  first  had  and  obtainod,  nnd  at  the 
expiration  or  sooner  determining  of  the  sn^  tram  that  will  quit  nnd  suiTondor  and  deliver 

possession  of  tho  said  personal  property  trf.'tljglJ^or  in  like  good  order  and  oonditioii,  ronsonnblo 
nso  and  wear  thereof  excepted.  ?  iJ 

And  tho  Lessor  does  covenant  thn^  tfib  Lessee,  upon  pn^yji^tho  nbovo  specifiod  rental  and 
upon  porforming  the  covenants  herein  coiitBi^d(|ai^  part,  shall  and  ma}'  peaceably  and  qniotly 
have,  hold,  nso  and  onjoy  said  porsonnJ_pij^ieffly:jvithin  tho  territory  aforesaid  for  tho  said  term. 
Tho  said  Lossoo  shall  not  assign  thiWleasq^idv  sub-let,  nor  uudcr-lot,  nor  snb-hiro,  nor  exhibit 
for  liiro,  tho  said  personal  iiroporty  ^th9nt  tl^  w-ritton  consoiit  of.  tho  Lessor  endorsed  hereon, 
under  penalty  of  forfoituro  nnd  damMe^nml  Jn  case  of  such  nssignmout  or  sub-lotting  or  under¬ 
letting  or  sub-hiring  or  exhibition  willij^t  st^  written  consent,  tho  Lessor  shall  have  tho  right  to 
tako  iinmediato  possession  of  said  porsCmrtDpfbporty. 

It  is  understood  by  tho  said  I(pis^,^id  hereby  agrood,  thnt  tho  personal  property  horeby 
leased  is  and  shall  nt  all  times  bo  nnd  remain  tho  property  of  Tho  North  Ainorioan  Phonograpii 
—  Company-;,  and  nothing  in  this  ngrooinont  contouiod  shall  bo  construed  as  or  have  tho-elVoot-  of — - 
vesting  in  tho  Lossoo  any  right,  title  or  interest  in  or  to  tho  snnio,  oxcopt  tho  right  to  uso  tho  same 
during  tho  terra  of  this  ngreomont,  within  tho  territory  aforesaid,  upon  making  each  and  every  pay¬ 
ment  for  tho  uso  thereof,  as  heroin  provided. 

It  is  horoby  further  expressly  understood  nnd  agreed  thnt  tho  rights  and  liabilities  heroin 
given  to  or  imposed  upon  oithor  of  tho  parties  hereto  shall  extend  to  tho  successors,  oxooutors, 
administrators  aud  assigns  of  such  party,  except  os  herein  provided,  ns  though  they  wore  in  each 
caso  named. 


'gatltncss  'GHIicvcof, 


MISCELLANEOUS  LEGAL  FILE 


1890 


I 


AGREEMENT  made  this  31st  day  of  Janu¬ 
ary,  1890,  by  and  between  the  NORTH  AMERICAN  PHONOGRAPH 
COMPANY,  a  corporation  created  and  existing  under  and  by 
Virtue  of  the  Laws  of  the  State  of  New  Jersey,  party  of 
the  first  part,  and  the  EDISON  PHONOGRAPH  TOY  MANUFACTURING 
COMPANY,  a  corporation  created  and  existing  under  and  by 
virtue  of  the  Laws  of  the  State  of  Maine,  party  of  the  sec¬ 
ond  part. 

I  Vf  H  E  R  E  A  S,  by  instrument  dated  October  1st, 

1  1887,  to  which  reference  may  be  had,  Thomas  A.  Edison,  of 
I  Llewellyn  Park,  in  the  State  of  New  Jersey,  granted  to 
I  Lowell  C.  Briggs  and  William  W.  Jacques,  certain  exclusive 
rights  in  and  to  the  manufacture  and  sale  in  the  United 
States  of  dolls  and  toy  figures  containing  or  employing 
the  invention  or  improvement  described  in  certain  Letters 
Patent  of  the  United  States  which  had  been  previously 
granted  to  said  Edison,  numbered  200,521,  and  covering 
"an  improvement  in  phonographs  or  speaking  machines;" 

T^hich  rights  so  as  aforesaid  granted  to  said  Briggs  ana 
Jacques  vfere  afteriirards  assigned  to  the  party  of  the 
second  part,  hereto  by  said  Briggs  and  Jacques,  by  an 
instrument  dated  April  24th,  1888,  to  which  instrument 
reference  may  be  had;  and 


© 


\  I 


WHEREAS,  the  party  of  the  first  part 
has  acquired  from  said  Edison  rights  in,  to  and  under  cer¬ 
tain  new  inventions  and  improvements  in  or  appertaining 
to  phonographs  and  speaking  machines  made  or  to  be  made 
by  said  Edison,  so  far  as  relates  to  the  United  States  and 
Dominion  of  Canada;  and 

WHEREAS,  by  a  certain  other  agreement 
made  by  and  between  the  parties  hereto,  and  dated  the  6th 
day  of  August.^  1889,  ttie  said  party  of  the  first  part,  for 
good  and  sufficient  consideration  therein  more  fully 
set  forth,  did  grant  unto  the  said  party  of  the  second  part 
the  sole  and  exclusive  right  and  license,  for  all  time, 
to  manufacture  and  sell  within  the  United  States  and  Domin¬ 
ion  Of  Canada,  and  to  license  others  to  manufacture,  but 
only  for  or  for  sale  to  the  party  of  the  second  part  and 
within  the  same  territory,  and  to  manufacture  and  to  li¬ 
cense  others  to  manufacture  in  the  United  States,  for  use 
and  consumption  in  foreign  countries,  the  invention  and  im¬ 
provement  described  in  said  letters  Patent  of  the  united 
States,  numbered  200,521,  and  also  all  further  inventions 
and  improvements  made  or  to  be  made  by  the  said  Edison  in 
or  in  relation  to  phonographs  or  speaking  machines  so  far 
only  as  applicable  for,  and  in  such  a  form  only  as  to  be 
adapted  for  use  in  or  in  association  with  dolls  or  toy 
figures,  together  with  the  good-will  of  the  party  of  the 
first  part  in  the  business  of  such  manufacture  and  sale, 
upon  terms  and  subject  to  restrictions  therein  more  fully  I 


(2) 


\ 


I  set  forth,  reference  to  vfhich  said  agreement  is  hereby  made 
for  greater  particularity;  and 

WHEREAS  by  said  agreement  the  said 
party  of  the  second  part  bound  itself  to  pay  to  the  said 
party  of  the  first  part  a  royalty  upon  all  of  said  inven¬ 
tions  and  improvements  made  and  sold  by  it  in  pursuance  of 
the  terms  thereof,  said  royalties  to  be  payable  quarterly 
within  thirty  days  after  the  first  day  of  each  and  every 
January,  April,  July  and  October  in  every  year,  and  to  ag¬ 
gregate  at  least  Ten  thousand  dollars  per  year,  taking  each 
year  by  itself  and  reckoning  from  the  first  day  of  Octo¬ 
ber,  1889,  under  a  penalty  of  forfeiture  more  particularly 
in  said  agreement  set  forth;  and 

WHEREAS,  owing  to  certain  difficulties 
in  the  way  of  the  inauguration  and  extension  of  the  busi¬ 
ness  of  the  said  party  of  the  second  part  in  making  and 
disposing  of  the  said  inventions  and  iiiqirovements,  in  com¬ 
bination  as  aforesaid,  which  difficulties  were  not  comtem- 
plated  by  the  parties  hereto  at  the  time  the  said  agreement 
vms  executed,  the  sales  of  said  inventions  and  inqirove- 
ments  during  the  quarter  year  ending  on  the  31st  day  of 
December,  1889,  and  for  which  royalties  would  be  payable  on 
or  before  the  30th  day  of  January,  1890,  have  been  insuf¬ 
ficient  to  warrant  the  payment  of  such  royalties  to  the 
amount  required  by  the  terms  of  said  agreement;  and 

WHEREAS,  it  is  now  the  desire  and  inten- 


(3) 


I 


tion  of  the  said  party  of  the  first  part  to  vfaive  the  pay- 
.  ment  of  all  royalties  due  under  the  terms  of  said  agree¬ 
ment  for  the  said  quarter  year  ending  on  the  31st  day 
of  December,  1889,  and  to  release  the  said  party  of  the  sec¬ 
ond  part  from  the  payment  of. the  same; 

NOW-  THERKPORE,  THIS  AGREEMENT 
WITNESSETH:  That  for  and  in  consideration  of  the  sum  of 
One  dollar  paid  to  the  said  party  of  the  first  part  by  the 
said  party  of. the  second  part,  the  receipt  whereof  is  here¬ 
by  acknowledged,  and  for  certain  other  good  and  valuable 
considei-ations,  the  said  party  of  the  first  part  agrees  to 
waive  and  hereby  does  waive  payment  of  all  royalties  due 
to  the  said  party  of  the  first  part  from  the  said  party  of 
the  second  part  under  the  terms  of  the  said  agreement  of 
Aitgust  6,  1889,  and  more  particularly  under  the  second  sec¬ 
tion  thereof,  for  the  quarter  year  ending  on  the  31st  day 
of  December,  1889,  and  further  agrees  to  release  and  hereby 
does  release  the  said  party  of  the  second  part  from  the  pay¬ 
ment  of  the  same  or  of  any  part  thereof. 

IN  WITNESS  W  H  E  R  E  0  P,  the  said 
party  of  the  first  part  has  hereunto  set  his  hand  and 
seal,  this  agreement  being  for  convenience  executed 
simultaneously  in  two  like  parts. 


(4) 


I 


Done  at  the  City  of  Nevf  York,  State  of  Nev/  York, 
on  the  day  and  year  first  above  named. 


(seal) 


The  Worth  American  Phonograph  Company 
By 


Jesse  H.  Lippinoott, 

President , 


Attest: 

Geo.  H,  Pitzwilson, 

Secretary . 


(5) 


I 


A  0  K  K  S  j:  F,  n  T  mulo  thia  cla;-  of  Jmi- 

iiary,1390,by  and  boteoen  'I'iiOIiAS  A.  aSDlsOK,  of  Llav/ollyn 
Park, State  of  Hew  Joreey.pai’ty  of  tho  firat  part,  and  tjxi 
HHISOM  PliONOHRAPH  TOY  MAJHJPAOTURIIIG  COMP/MIY  ,a  corporation 
Croat od  and  oxiatingunder  and  by  virtue  of  the  ijawa  of  tho 
r>t;:te  of  Maine, and  huvini^  its  prinoipiil  pluco  of  bnfiinoas 
in  tho  City  of  Iloston,in  tho  OoiranonvToalth  of  i.iaonaohuootts, 
party  of  tJuj  cooond  part, 

.  \f  U  R  R  R  A  S,thQ  said  party  of  tlx)  first  part 
IB  t!:o  inventor  of  "An  Improvement  in  PJionogrupho  oi'  Speakr 
i'-ig  Machines" , for  v/ldch  Lettoi-o  Patent  of  tho  United 
States  •■■ere  grant o3.  to  hii::, dated  "obruary  19, 1378, Ho. 

SOU, 531, and  for  w!!io]i,or  modifications  of  which,  Lott  ora 
Patent  of  various  foreign  countries  have  been  granted 
to  him, or  hie  autlioriaed  agents;  and 

W  ii  R  R  E  A  S,  by  a  certain  other  agreement 
mde  by  and  betvfoon  the  parties  hereto, and  dated  tho 
Gth.  day  of  Adgust ,1889 , the  said  party  of  the  first  part, 
for  a  good  and  suffioiont  oonsidoration  therein  raoro  fully  ' 
set  forth, did  grant  unto  tho  said  party  of  the  second 
part  the  solo  and  BEclusivo  right  and  license,  foi-  all  ttoo,; 
and  for  all  tho  countries  in  thowoi’ld, otter  than  tlje  Unit¬ 
ed  states  of  America, to  manufacture  and  sell  and  to  license' 
others  to  manufacture  and  sell,  the  inventions  and  im- 


ill  said  Ijottcra  Patent,  arxl  also  all 


va’OvoiiDntB  cleocrlbod  in  a 
rartliei'  invontiono  and  itiisi'ovosionts  thonotoforo  i:uidc  or 
Y-hieh  niicht  bo  made  Ijy  tho  aaid  party  of  tho  first  pai-t 
vfi thin 'five  yoars  fron;  tho  date  qf  said  agroomontjin  or 
in  relation  to  plia  no  graphs  or  rd’QaJiinc  inaohinoo  !io  fer 
on-ly  us  applioublo  for,a.fKT  in  such  a  form  only  as  to  bo 
adnptod  foj-  tice  in  or  in  association  with  dolls  or  toy 
,  fif'Ui’os.tocothor  v;ith  his  good  vrill  in  the.  b’Jcinasa  of 
such  raunafactin-G  and  aalO'  in  all  countries, except  tlie 
Unitod  States  and  Canada, tipon  tnnns  and  subject  to  I’c- 
striotions  therein  more  fUily  sot  forth, fefercnco  to  which 
said  asrosmont  is  hoinby  made  for  Greater  particularity; 


V/  H  h  1\  J?  A  S,.  by  said  UGroomont  the  said  party 
of  t}io  second  pui’t  bound  itself  to  pay  to  tho  said  xiarty 
of  t,;o  fii’st  iiart  a  royca.iy  uijon  all  of  said  inventions 
and  improvoiaents  mi.do  and  sold  by  it  in  luirsuanco  of  tho 
terms  thereof, said  royalties  to  bo  payable  quarterly  with¬ 
in  tliirtx-  daxfo  after  tho  first  day  of  ouch  and  every  Susx- 
uary,Apr il,.miy  and  October  in  every  i'oar.  .an.d  to  asarQf;nto 
at  least  Ton  fnoiisand  dollars  I’or  year, tailing  oach  year  by 
itself  and  rochoning  fi'oin  thO  first  day  of  October, 1389, 
under  a  penalty  of  forfoitui'o  more  particularly  in  said 
agi'oement  sot  forth;  and 

Vi'  11  E  R  E  A  S,  owing  to  certain  difficulties 
in  the  way  of  tlio  inaugui’ation  and  extension  of  the  bus- 


(2) 


inans  of  tho  said  pai*ty  of  tli3  soeond  part  in  maicins  ard. 
disponins  of  tho  said  inventions  and  improvornonts , in  oora- 
bination  as  a  ibrosaid.whicJi  difficulties  ivcro  not  contoni- 
piatod  by  tl»  parties  horoto  at  the  t  hao  tlio  said  asi*oo- 
tnont  vr&a  sxec^it od, the  aalos  of  said  inventions  and  impT’Ovo- 
inonts  dwing  tho  quartor  yota’  ending  on  tlsc  Slgt.  day. of 
I.'ooo5iber,lSb9,and  for  wixich  royaltios  would  bo  payable 
on  or  before  tho  -.jOth.  av.y  of  January, lC90,iuive  boon  ijji- 
sujPficiont  to  v/ari'ant  tho  paywant  of  such  I’oyaltioo  to  the 
amoxJnt  required,  by  tho  tcrjno  of  said  agrecnant;  and 

T/  JI  13  R  13  A  R,  it  is  nov/  tho  dosiro  and  inton- 
tion  of  th3  said  party  of  tho  fii-st  ijurt  to.  waive  the  pay¬ 
ment  of  all  royritioo  dxno  luidor  tho  terivn  of  said  agroo- 
mont  for  the  said  quai-tor  yoai'  ending  on  tlio  olpt.  clay 
of  Docoi.:bor,lhdO,and  to  release  tho  said  party  of  tho 
second  pai’t  from  tho  payr.icnt  of  tho  oamo; 

li  0  ’(V  2  H  B  R  13  WORK,  THIS  AGRR-'dCTIT 

lVITJE.Gf:J3TII  that  for  and  in  consideration  of  tlsj  cum  of  Ono 
dollar  paid  to  tho  said  party  of  tlio  first  i)art  by  tho 
said  party  of  l-.he  second  x^urt,  the  receip  t  .’vriioreof  is 
lioreby  aciknowledced,and  for  certain  other  good  and  valuablb 
considoi-ations.tXiD  said  party  of  the  first  part  agroos  to 
waive  and  hereby  does  xvaive  payment  of  all  royaltioo  duo 
to  tho  said  party  of  tho  first  part  from  the  said  party 
of  tho  second  part  under  tho  tci’iiB  of  tho  said  agroomont 
of  A’agust  6, 1339, and  raoiu  particularly  under  the  soeond 
(S) 


nee '■.ion  t.lsaroof,  ibr  t.ho  qnartoi'  year  enclJne  on  -Slio  Sint. 
cUiy  or  Docombor.lO'iO,  anct  f’.Tr-aiei’  fif^rees  to  reloaoo  ard 
hereby  doe.-,  release  the  ceiO.  party  of  the  eocond  part 
H'ti.';  tj’.o  payjeent  of  the  cajao  or  of  any  part  t’yjreof, 

I  IT  IT  I  ’!  H  iZ  S  .S  VI  11  E  R  B  0  P,  the  oaid 
party  of  the  first  part  has  horoiinto  sot  his  hcaid  and  seal 
thii:  anreement  boing  for  convonionoe  exeouted  simultanoous- 
ly  in  tv;o  liijo  parts. 

hone  at  the  City  of  llev;  Yorh, State  of  Haw 
York, on  tI:Q  day  .andyear  first  above  naned. 


SIMILAR  AGREEMENTS  WITH  THE  FOLLOWING  LOCAL  PHONOGRAPH 
COMPANIES  HAVE  NOT  BEEN  FILMED: 

OHIO  PHONOGRAPH  COMPANY,  JANUARY  9,  1889 
TEXAS  PHONOGRAPH  COMPANY,  NOVEMBER  19,  1889 
STATE  PHONOGRAPH  COMPANY  OF  ILLINOIS,  MAY  20  1890 

LOUISIANA  PHONOGRAPH  COMPANY,  MARCH  11,  1891* 


AGREEMENT 


Thk. North  Ami-rican  Phonograph  Company 


C' 

Thb  Chicago  Central  Phonograph  Company. 


FEBRUARY  II,  1890. 


^Ms  g^OVCCmcnt,  nnulo  tins  Eloveiitli  day  of  Feb¬ 
ruary,  A.  D.  1890,  bj'  and  between  The  North  American 
PiiONOOiiApn  Company,  a  eorporation  duly  organised  under 
.tl*®  5“"'®  of  ff'o  State  of  New' Jersey,  owning  or  controlling 
certain  patents  of  the  Tfnited  States  of  America  and  Canadas 
for  inventions  of  Thomas  A.  Edison,  appertaining  to  what 
is  known  as  the  Phonograph  or  Speaking  Phonpgraph,  and 
acting  under  nnthorily  of  and  ngreomont  \rith  Jesse  H.  Lip- 
pincott,  solo  licensee  of  tho  Ameiionn  Graphophone  Com¬ 
pany,  tt  corporation  dnly  organized  under  the  liaws  of  the 


Stnto  of  West  Virginin,  oontrolliuR  oortniii  patents  of  tlio 
United  States  of  Amorion  for  inventions  of  Alexander  Gra- 
Imm  Bell,  Oliioliestor  A.  Boll  and  Olmrlos  Sninnor  Taintoi-, 
appertaining  to  what  is  known  ns  the  Grnphogdione,  lessor 
and  licensor,  party  of  tho  first  part,  and  The  Oiiioaoo  Cen- 
TIIAL  PiiONOOEAi'n  COMPANY,  a  oorpomtioii  duly  organized 
under  tho  laws  of  tho  State  of  Illinois,  lessee  and  licensee, 
party  of  tho  second  part, 

ll'i7«esscf/(  •• 

WiiEitEAs,  tho  lossoi'  and  licensor,  party  of  tho  first  port, 
owns  or  controls  or  has  tho  right  to  use  the  Letters  Patent 
of  tho  United  States,  granted  to  Tiioinas  Alva  Edison,  and 
numhored  ns  follows  ;  200,521,  201,700,  213,654,  227,679, 
382,414,  382,410,  382,417,  382,418,  382,419,382,402,  38g!974, 
respectively,  and  tho  inventions  covered  thereby,  and  owns 
or  controls  or  has  tho  oxclnsivo  right  to  use  in  tho  United 
States  and  Canadas,  and  may  horoaftor  own  or  control  or 
have  tho  oxclnsivo  right  to  use  in  tho  United  States  and 
Canadas  otiior  inventions  of  Thomas  jVlva  Edison,  which 
are  or  may  lio  embodied  in  or  agrplicablo  to  Phonographs ; 


Wheheas,  tho  lessor  and  licensor,  party  of  the  first  part, 
acting  nndor  authority  of  and  agroemont  with  Jesse  H.  Lip- 
pincott,  solo  licensee  of  tho  American  Graphophono  Com¬ 
pany,  has  tho  exclusive  right  to  use  or  lot  or  sell  to  others 
to  use  in  the  United  States  tho  inventions  covered  bj'  tho 
Letters  Patent  of  tho  United  States  gmnted  to  Alexander 
Graham  Boll,  Chiohostor  A.  Boll  and  Sumner  Tainter, 
numbered  341,212,  341,213,  and  tho  Letters  Patent  of  tho 
United  States  granted  to  Chichester  A.  Boll  and  Snni- 
nor  Tamtor,  numbered  341,214,  and  tho  Letters  Patent  of 
tho  United  States  granted  to  Sumner  Tainter,  numbered 
341,287,  341,288,  and  tho  Letters  Patent  of  tho  United 
States  granted  to  Cliarles  Sumner  Tainter’,  numbered 


374,133,  375,579,  380,535,  rospoetivoly,  and  owns  or  has 
tho  right  to  use  and  may  horeuftor  own  or  have  tho  right  to 
use  other  inventions  whieli  are  or  may  be  embodied  in  or 
applicable  to  tho  Graphophono,  which  is  to  bo  hereafter 
known  and  described  and  designated  ns  tho  Phouograph- 
Gi-nphophono,  and  desires  to  extend  tho  uso  of  Piioiiographs 
^  and  Phonograph-Graphophonos  leased  and  lioorisod  by  it,  by 
tho  grant  of  tho  exclusive  rights  to  the  party  of  the  souond 
part  heroin  contained  ;  and 

AVheiieas,  tho  lessee  and  lioonsoo,  party  of  the  second  part, 
desires  to  obtain  sneh  exclusive  rights  to  the  uso  of  Phono¬ 
graphs  and  Phonograph-Gragrliophones,  under  loose  and 
license  from  tho  lessor  and  licensor,  party  of  tho  first  part, 
and  to  use  and  sublet  tho  said  instruments  within  the  terri¬ 
tory  horoiiiattor  desoribod,  under  and  pursuant  to  tho  terms, 
restrictions  and  provisions  hereinafter  sot  forth. 

4yo.W>  tllCVCfOVC,  for  and  in  consideration  of  tho  sum 
one  dollar,  paid  to  tho  party  of  tho  first  part  by  tho  paitv 
of  tho  second  part,  tho  receipt  of  which  is  hereby  aoknowl- 
odged,  and  for  other  good  and  valuable  considerations,  and 
in  consideration  of  tho  covenants  and  agreements  herein  con¬ 
tained  and  tho  rental  herein  agreed  to  bo  paid,  it  is  agreed 
botwooii  tho  parties  hereto,  and  tho  party  of  tho  first  part 
grants  to  tho  party  of  tho  second  part  tho  exclusive  right  and 
license  as  follows : 

Finsr:  Tho  rights  hereby  granted  shall  remain  in  force, 
_  and  this  agreomont  shall  continue  until  tho  eleventh  day  of 
VJ  February,  A.  D.  one  thousand  eight  hundred  and  ninety-five, 
or  for  such  further  period  ns  hereinafter  provided,  unless 
sooner  terminated  as  horoinaftor  provided,  and  shall  extend 
and  exist  and  bo  exorcised  and  tho  instruments  and  proportv 
leased  hereunder  shall  bo  used  only  within  tho  following  de¬ 
scribed  territory,  namely  :  tho  County  of  Cook  iu  the  Stnto 
of  Illinois,  U.  S.  A.  And  tho  party  of  tho  first  part,  while 


this  ngroomont  ronmins  in  foroo,  wiii  grant  no  otlior  similnr 
I'igiits  for  tiiis  territory  to  othors  or  oxoroiso  niiy  .similar 
rigiits  tlioroin  itseif  and  wiii  not  knowingly  soil  or  lease  for 
nse  in  Cook  Comity,  Illinois,  any  Plioiiogmpli  or  Plioiiogrnpli- 
Graphopliouo  to  any  pei-sou  or  ooiiioration  otlier  tiiaii  tlio 
party  of  the  second  part,  except  as  herein  provided. 

Si'icoNi) :  Tile  iiiati'imiciit  wliicli  lias  been  heretofore 
known  or  designated  as  the  “  Graplioplionc  ”  sliall  at  all 
times  and  in  all  dealings,  ndvertisemonts,  agroemeuts,  busi¬ 
ness,  &c.,  of  tile  party  of  tiio  second  part  be  known,  desig¬ 
nated  and  described  ns  tlic  “  Plionogrnpli-Grapliophone,” 
and  tlie  instrument  lieretoforo  known  or  dosigmited  as  tl>o 
“  Plionograpli  ”  sliall  contiiiiio  to  bo  so  known,  dosigiiatod 
and  described.  In  dealing  with  tlio  public  and  snb-lossoes, 
the  party  of  tho  second  part  shall  and  will  at  all  times  offer 
and  show  both  iustrnmoiits  together  with  absoluto  impar¬ 
tiality,  leaving  tho  person  or  persons  with  whom  it  is  dealing 
to  make  his  or  tiioir  own  selection,  and  the  party'  of  the 
second  part,  its  ollicors,  agents  and  employees,  shall  in  no  way 
press  tho  introduction  of  one  iiistrumoiit  at  tho  expense  of 

the  other,  and  the  coinniLssions  or  roniuneration  to  agents, 
if  any  shall  bo  employed,  shall  be  the  same  on  each  iiistrn- 
nioiit. 

TiiiiiD  :  Tlio  party  of  tho  second  part  admits  tlio  validity 
of  all  patents  relating  to  Plionograplis,  Phonograph.  Grapho- 
phones  and  aiiplianccs  therefor  now  or  liorcaftor  hold  by 
the  party  of  the  first  part  or  iiiidor  which  it  may  hold  licenses 
exclusive  in  their  oharnotor  or  under  which  its  business  may 
bo  conducted  and  tho  validity  of  its  riglits  under  or  title  ^ 
thereto,  and  will  not  dispute  tho  same  or  make  use  of  or  bo 
interested  in,  or  cause  others  to  make  use  of  or  bo  interested 
in,  any  Phonographs,  Phonograph-Graphophoiies  or  appli¬ 
ances  tliorefor,  or  any  instruments  of  a  similar  kind,  not 
leased,  licensed  or  authorized  by  tho  party  of  tho  first  part 
or  its  assigns. 


Fouirrn :  Tho  party  of  tho  first  part  at  the  places  whore 
Phonographs  and  Phonograph-Graphoplionos  are  maniifao- 
Ini-od,  or  from  its  depot  of  supplies  situate  nearest  to  tho  gen- 
oral  ollioo  of  tho  party  of  tho  second  part,  will  deliver  to  tho 
party  of  tho  second  part,  free  on  board  oars  or  boats.  Phono¬ 
graphs  and  Phonograph-Graphophones,  made  and  to  bo  used 
under  tho  patents  and  rights  heroin  spocifiod  during  the 
continnanco  of  this  ngroomont  and  as  lioroin  sot  fortli  and 
lioi'mittcd,  and  all  Phonographs  and  Phonograph-Grapho- 
phonos  and  supplies  therefor  delivered  to  tho  party  of  tho 
second  part  during  tho  continuance  of  this  ngroomont  shall 
bo  deemed  to  bo  furnished  horoundor.  Each  of  said  Phono¬ 
graphs  and  Phonograph-Graphophones  so  delivered  shall 
remain  tho  property  of  tho  party  of  tho  first  part  and  is  and 
shall  bo  hereby  leased  and  tho  use  of  it  licensed  by  tho  party 
of  the  firat  part  under  said  patents  and  authority  aforesaid, 
acquired  or  horoafter  to  be  acquired,  from  tho  elate  of  such 
delivery,  upon  condition  and  .so  long  ns  tho  rental  therefor 
Q  shall  bo  duly  iinid  to  the  party  of  tho  first  part  ns  heroin  pro¬ 
vided  and  so  long  ns  tho  provisions  hereof  are  not  violated, 
but  not  longer  or  otherwise  ;  and,  subject  to  tho  terms  of 
this  ngreoinent,  tho  party  of  tho  second  part  may  sublet 
said  instruments  ns  hereinafter  provided. 

Fifth  :  Tho  party  of  tho  second  part  shall  pay  and  hereby 
agrees  to  pay  to  tho  party  of  tho  first  part  a  rental  at  tho 
rate  of  twenty  dollars  per  year  on  and  for  each  and  every 
PhonoKraph  and  on  and  for  each  and  every  Phonogi'aph- 
Grapliophono  delivered  to  it,  payable  in  equal  quarterly 
payments  in  advance,  said  rental  to  commence  for  each 
Phonograph  or  Phonogrnph-Graphophono  on  tho  first  day 
of  tho  first  calendar  month  after  its  shipment  by  the  party  of 
tho  first  part,  and  to  continue  until  the  instrument  shall  be 
returned  into  the  possession  of  tho  party  of  tho  first  part,  or 
until  proof  satisfactory  to  the  party  of  the  first  part  of  tho 
destruction  of  tho  same  by  fire  or  other  aooidont  beyond  tho 
control  of  tho  party  of  tho  second  part. 


Sixth  :  Tho  pnrty  of  tlio  second  [mvt  niiiy  sublet  tlio  Phc 
iHrnphs  iind  Phonogvaph-Grnpliopliones  leased  to  it  by  tli 
I't}'  of  tlio  first'pai't  niidcT  tliis  ngi'coincnt,  but  snob  siil 
ting  slmll  bo  snbjoot  to  tlio  vostriotions  and  provisions  c 
is  agreoraont  npplieablo  thereto  and  shall  bo  iindc 
snb-loaso  or  agrooniont  in  writing,  tho  form  c 
lioli  slmll  in  each  ease  bo  approved  by  tlio  pai'ty  of  tli 
st  part,  and  oacii  and  every  such  sub-lease  or  agrcoincii 
all  expressly  set  forth  that  tho  l-lionograph  or  Phonograph 
■aphophono  so  sub-lot  is  tho  property  of  tho  party  of  th 
st  part,  and  that  tlio  same  is  leased  and  licensed  under  th 
ovisions  of  this  agreoinent  and  not  otherwiso ;  and  n 
eh  sub-lease  sliall  bo  made  for  any  period  loss  than  thro 
niths.  For  each  instrument  sub-lot  tho  party  of  the  set 
d  ]iart  shall  charge  tho  sub-lossoo  rental  at  tho  rate  c 
rty  dollars  per  annnni  (neither  more  nor  less)  payable  ii 
nal  quarterly  payments  in  advance. 

Seventh  :  Tho  parly  of  tho  second  part  shall  keep  all  in 
■uinonts  leased  to  it  under  this  agrooineiit  in  good  workini 
iidition,  and  to  that  end  shall  employ  a  snflicient  miinbc 
persons,  living  at  different  points  in  its  torritoiy,  whe 
lilo  acting  ns  agents  or  solicitors  for  tho  party  of  tho  sec 
d  part,  shall  have  sullicient  knoivlodgo  i  I  t 

enable  them  to  remedy  any  slight  defect  in  tho  workin] 
jreof.  IBiit  whenever  any  part  of  an  instrument  slml 
ar  out  from  actual  and  legitimate  use,  it  shall,  upon  it 
urn  to  tho  party  of  tho  first  part,  bo  replaced  by  a  nor 
rt  free  of  charge  by  tho  iinrty  of  tho  firet  part.  When  an; 
rt  shall  bo  broken  or  rendered  ineffective  by  the’  careless 
3s  or  neglect  of  tho  party  of  tho  second  part  or  its  snb 
see,  tho  same  shall  bo  roiilncod  at  tho  expense  of  tin 
rty  of  tho  second  part. 

Eighth  ;  The  party  of  tho  firat  part  will,  during  tho  con 


instruments  leased  and  ' 
iinisio,  orations,  novels, 
struments,  whioli  shall  hi 
•t  at  prices  which  shall  hi 
•ty  of  tho  first  part.  Aui 
:  and  it  horoby  agrees  to 
1  extra  cylinders,  “  Spocia 
nrnished  prices  which  sli 
than  tho  price  at  which  t 
of  tho  second  part  to  oth 
•ty  of  tho  second  part  to 
th  day  of  oiioh  month  foi 


Tho  party  of  tho  sc 


15 


1(1  tlio  ])Krty  of  tlio  second  imit  fiu'thov  oovoinmts  nnd 
08,  tlmt  if,  at  any  time  liei'onftoi',it  shall  iuoreaso  its  cap- 
itook  beyond  the  present  fixed  oapitidization  of  Two 
dred  Thousand  dollars,  it  will  immediately  upon  said 
lase  deliver  to  the  party  of  the  firat  part  or  to  Jesse  H. 
lincott.  Trustee,  or  his  siiooessor,  as  tlie  party  of  t\io  first 
may  direet,  full  paid  eapital  stock  of  said  eompany  to 
ixteiit  of  twenty  per  cent,  of  any  snoli  inerease  ;  pro- 
tl,  however,  that  if  sueh  increase  shall  be  made  prior  to 
olevontli  day  of  February,  one  thonsand  eight  hundred 
ninety-five,  then  that  the  amount  of  sueh  inerouse  stock 
olivered  shall  be  non-participating  ra  to  dividends  until 
eleventh  of  February,  one  thousand  eight  liiindred  nnd 
ly-five,  as  hereinbofore  provided  in  respect  to  said  Four 
dred  shares  of  stock. 


transferee  in  respeet  of  all  things  done  or  to  bo  done  nfte.r 
Biich  assignment,  as  if  it  were  named  a  party  hereto  j  but  the 
party  of  the  first  part,  said  The  North  American  Phono¬ 
graph  Company,  shall  notr  bo  released  from  its  obligations 
horoniider,  but  shall  continue  to  bo  aiisworablo  horoundor  to 
the  party  of  the  second  part  as  if  such  transfer  had  not  boon 
made. 

hi  wilncss  whereof,  the  .parties  hereto  have  cansod  this  in- 
strnniont  to  bo  oxooutod  by  their  proper  officers,  nnd  their 
rospootivo  corporate  seals  to  bo  hereto  affixed,  the  day  nnd 
year  first  above  written. 

The  Nobtii  Amebioan  PHONoaitAPii  Co., 

[seal.]  By  Jesse  II.  LiPi'iNoorr,  Prest. 


I'ENTIETII  :  The  party  of  the  second  part  further  agrees 
simultaneously  with  the  execution  of  this  agreement  it 
cause  to  bo  paid  into  its  treasury  for  account  of  work- 
lapital.  the  sum  of  Ten  Thousand  dollai’s  in  cash. 

I’ENTV-FiiisT  :  Thiscoiitraotispersonaltotho  parly  of  the 
id  part  herein  named  and  any  assignment  or  attempt  to 
:n  it  or  the  rights  granted  horonndor,  or  any  or  either  of 
I,  by  not  of  the  party  of  the  second  part  or  oporatioii  of 
without  the  written  consent  of  the  party  of  the  first  part, 
bo  a  violation  of  this  agreomont  nnd  good  nnd  sufficient 
ad  for  a  cnncellntion  tlieroof  by  the  party  of  the  first 
at  its  option.  • 

i’ENTV-SF.coND  1  If  the  party  of  the  first  part  shall  trails- 
1  any  party,  parties  or  corporation,  who  shall  agree  to 
irm  the  stipulations  hereof,  its  title  to  the  Phonograph 
Phonograpli-Graphophono  hereby  leased  and  the  patent 
8  under  which  they  are  licensed,  and  its  then  existing 
osts  hereunder,  it  is  agreed  that  the  provisions  hereof 


Geo.  H.  Fitzwilso! 


The  Ciiioaqo  Centbal  PuoNoanAPii  Co., 

By  CiiAS.  L.  Eayaiond, 
Prest. 

Attest  ; 


J.  H.  Dwioiit, 


[27201.] 


.fy  pc. 


Certificate  of  Organization.  . , 


Edison  United  Phonograph  .CompanV. 


.  FEBRUARY,  1890. 


This  is  to  CEimFir  that  we,  S.  B.  Baton,  A.  0.  Tate  «nd 
Edward  J.  Kavanaoii  do  hereby  associate  onreolros  into  a 
Company,  under  and  by  virtue  of  the  provisions  of  an  Act  of 
the  Legislature  of  New  Jeisoy,  entitled  “  An  act  concernihg 
corporations”,  approved  April  7,  1876,  and  the  several 
amendments  snpploincntal  thereto,  and  Acts  amendatory 
thereof,  for  the  purposes  hereinafter  nidntionpd ;  and  to  that 
end  wo  do  by  this  our  Certificate,  set  forth  : 

Birst;  That  tlio  name  which  we,  have  assumed  to  desig¬ 
nate  such  Company  and  to  bo  used  in'  its  business  and  deal¬ 
ings  is  Edison  IJnited  Phonograph  Company. 

Second;  Tlint  tlio  place  in  this  State' where  the  business 
of  such  Company  is  to  bo  conducted  is  the  City  of  Orange; 
in  the  County  of  Essex,  at  which  place  the  principal  part 
of  the  business  of  the  said  Company  within  this  State 
is  to  be  transacted,  and  which  is  to-be'  the  principal  place 
of'  business  of  the  aiid'  Company  and  tlie  place  where 
its’prinoipai  office  is  to  bo  located ;  and  the  places  out  of 
this  State  vriiei-o  the  bhsiiicss'  bf  tlio  said^  Company; is  to.be 


transnotecl,  nro  tlio  City  of  Now  Yorlt,  in  tho  County  and 
State  of  Now  York,  and  olsowlioro  in  said  State  and  in  tbo 
other.  States  eoraprising  tlio  United  States  of  America,  and 
in  aiiy  or  all  other  oomitrios  throughout  the  world :  the  prin¬ 
cipal  office  or  place  of  business  of  tho  Company  out  of  this 
State,  will-  bo  located  in  the  said  City,  Comity  or  State  of 
Now  York. 

And  that  tho  objects  for  Which  the  Company  is  formed 
are  ns  follows,  viz  :  (1)  To  manufacture,  buy,  sell,  rent,  lease 
and  otherwise  acquire,  use  and  cause  to  bo  used,  also  to  hold 
and  in  any  '  way :  dispose  of  phonographs,  phonograph- 
grapliophoues,  gi-nphophoncs,  and  all  articles  and  instru¬ 
ments  and  mnehiuos  of  any  other  kind  or  description 
wliutsqover,  used  or  capable  of  being  used  or  intended  to 
bo  used  for  tho  recording  and  reproducing  of  sounds,  and 
any  or  hither  of  them  or  any  part  thereof,  and  any  and  all 
miitonals.wrtioles,  contrivances,  appliances  and  tilings  now 
or  hereafter  used  or  required  in  tho  manufacture,  use  or  ope¬ 
ration  of  the  same ;  (2)  So  far  as  may  bo  necessary  for  the 
business  of  tho  Company  and  as  tho  Company  may  bo  al¬ 
lowed  by  contract  and  by  law  to  do,  to  mamifacturo,  piir- 
chaso,.dwn,  soli  and  use,  and  to  license  others  to  manufact¬ 
ure,  solh.  mid  uso  patents,  patent  rights,  inventions,  pro¬ 
cesses  and  mechanical  contrivances  and  appliances  relating 
to  .the  manufacture  use  or  operation  of  said  phonographs 
and  other  instruments  of  tho  charaoter  above  described ;  (3) 
So  far  as  may  bo  desirable  and  necessary  for  the  business  of 
the  Company  and  tho  law  may  allow,  to  sell,  grant  and  as¬ 
sign  tho  aforesaid  patents,  patent  rights,  inventions,  pro¬ 
cesses  and  contrivances  relating  to  the  manufacture,  use  or 
operation  ,  of  the  said  phonographs  and  other  instruments 
above  described  or  any  of  them  ;  (4)  So  far  ns  may  be  al¬ 
lowed  by.  contract  and  bylaw,  to  purchase  or  lease  manu¬ 
factories  and  other  property  for  the  business  of  the  said 
Company ;  (5)  So  fur  ns  it  may  leg.illy  bo  done,  to  buy,  own, 
sell  aiid  otherwise  disjiuso  of  shares  in  the  capital  stock  of 
any  corporation  engaged  in  the  businoss  of  manufacturing. 


making,  using  or  selling  phonogi-aphs  and  other  instruments 
of  tho  character  above  described,  or  using  or  dealing  in  mn- 
torials,  appliances,  instruments  or  mnohines  dealt  in  by  the 
Company  in  connection  with  its  said  business ;  (0)  Also  so 
far  us  the  same  may  legally  bo  done,  to  acquire,  hold  and 
convoy  in  the  State  of  Now  Joi-sey  and  in  tho  State  of  . Now 
York  and  elsewhere,  either  within  tho  United  .  States  of 
America  or  in  other  parts  of  tho  world,  should  tho  business 
of  tho  said  Company  require  it,  such  real  estate  as  shall  bo 
necessary  for  the  couvoiiient  transaction  of  its  said  business, 
and  to  invest  tho  funds  of  the  Company  in  tho  stocks,  bonds, 
or  securities  of  other  corporations  or  companies  owning 
lauds  situated  in  this  State  or  in  any  of  tho  other  States  com¬ 
prising  the  United  States  of  America  or  in  any  other  coun¬ 
tries  in  tho  world,  and  to  mortgage  any  part  of  its  real  or 
personal  estate  and  to  issue  bonds  therefor  as  provided  by 
law ;  (7)  To  do  each  and  every  lawful  not  iiicidontal.to  its  said 
business  ns  may  bo  allowed  by  law,  and  to  exorcise  all  tho 
powers  granted  by  the  laws  of  this  State  to  eorporations 
whether  the  same  be  expressed  or  implied. 

Tunin :  That  tho  portion  of  tho  business  of  tho  said  Com¬ 
pany  which  is  to  bo  carried  on  out  of  this  State  is  tho  manu¬ 
facturing,  buying,  soiling,  routing,  leasing  and  othowiso  ac¬ 
quiring  and  disposing  of  the  said  phonographs,  plionograph- 
graphophones,  grnphophones,  and  other  articles  and  iustru- 
mouts  above  described,  together  with  tho  articles,  instru¬ 
ments,  appliances  and  materials  as  above  specified,  so  far  (is 
tho  business  of  tho  said  Company  may  require,  and  also  tho 
purchase,  owning,  selling,  mamifaotnring  and  using,  and 
licensing  others  to  manufacture,  sell  and  use  patents,  patent 
rights,  inventions,  processes  and  mechanical  contrivances  and 
apiiliances  relating  to  the  manufacture,  uso  or  operation  of 
said  machines  and  other  articles  above  described,  together 
with  such  other  business  as  may  be  incidental  to  the  busi¬ 
ness  of  tho  Company  and  can  only  bo  transnetod  outside  of 
this  State. 


Fouiirn  :  TImt  tlie  totul  umonnt  ot  tlio  oapitul  stouli  of  siiiil 
Compiinj'  is  Oiio  million  clolliu'S  ($1,000,000) ;  tlio  immbor  of 
shares  into  which  the  same  is  diviilocl  is  Ton  thonsancl 
(10,000)  shares  of  the  pai'  value  of  $100  oacli  share  ;  and  tlie 
amount  with  whioh  the  said  Company  will  oommonoe  busi¬ 
ness  is  $1,000,  whioh  is  divided  into  10  shares  of  the  par 
value  of  $100  each. 

Futh  :  That  the  names  and  rosidonoos  of  the  stock- 
liolders  and  the  number  of  shares  held  by  each  are  ns 
follows : 


Ntimc. 

Kcsldciiice. 

*  Shares. 

Q  Tl  T?.nfr»n  ' 

Now  York  City,  N.  Y. 

Throe 

A  O.  Tatfi 

Oran{:;o,  N.  J....... 

Edward  J.  Kavaiiagh _ 

Now  York  City,  N.  Y. 

Four.- 

Sixth:  Tliat  the  period  at.  which  the  said  Company  shall 
commence  is  the  2dth  dav  of  lebruary.  1890,  and  the 
period  at  which  it  shall  terminate  is  the  2dth  day  of  Feb¬ 
ruary,  1940, 

Jn  witness  whereof  wo  have  hereunto  sot  our  several  hands 
and  seals  the  24th  day  of  February,  1890. 


State  op  New  Xonit, 

City  and  County  ot  Now  York, 

Be  it  iiEiMEMBERED  that  Oil  this  24th  day  of  February, 
1890,  botord  mo,  Harry  W.  Simpson,  a  Notary  Piiblio  of  the 
State  ot  Now  York,  and  in  and  lor  the  City  and  County  of 
New  York,  porsotinlly  appeared  S.  B.  Eaton,  A.  0.  Tate  and 
Edward  J.  Kavaiiagh,  who  1  am  satisfied  are  the  persons 
named  in  and  who  executed  the  foregoing  certificate,  and  1 
having  first  made  known  to  them  tlio  contents  thereof,  thoy 
did  oncli  apknowledgo  that  thoy  signed,  sealed  and  delivered 
the  same  as  their  voluntary  act  and  deed  for  the  uses  and 
purposes  thcroiii  mentioned. 

Hahuy  AV.  Simpson, 

[BEAi,.]  Notary  Public  (870), 

City  and  County  ot  Now  York. 


(County  Clerk’s  Certipioate.) 


Edwari)  J.  Kavanaoii.  (seal.] 


RE  E.  U.  P.  Co, 


MR.  EATON^S  REVISED  PINAL  MEM.  TO 
CLOSE  MATTERS. 


Februar.y  25,  i'890, 


EDISON  UNITED  PHONOGRAPH  COMPANY. 


HR.  EATOirS  REVISED  .FINAL  MEM.  TO  CLOSE  MATTERS.  PREPARED  FEBRQARY  25.1890. 


L 

.  THE  BOARD  shall  consist  of: 
Thomas  A.  Edison,  Thomas  Cochran, 

George  E.  Gouraud,  H.  G.  Marquand, 

S.  B.  Eaton,  pro  teni.  Thomas  Dolan, 

Daniel  Lord,  Jr.,  Jesse  Seligman, 

and  D.  0.  Mills,  ninth  and  neutral. 


II. 

THE  EXECUTIVE  COMMITTEE  shall  be: 

The  President, 

Mr.  Seligman,  Mr.  Gouraud, 

Dolan,  ”  Eaton,  pro  tern. 

Mills,  ”  Edison. 

III. 

THE  OFFICERS  shall  be: 

President,  Mr.  Cochran, 

Vice.  Pres.  ”  Edison, 

Treasurer,  ”  .  H.  Seligman, 

Secretary,  ”  Morison. 


IV. 

Messrs.  J.  &  V/.  Seligman  &  Co.,  shall  be  Plnanolal  Agents,  at 
home  and  abroad’. 

The  business  agents  abroad  shall  be  Messrs.  Gouraud,  T.  Seligman 
and  Morlarty,  and  the  details  of  their  agency,  such  as  commissions,  ex¬ 
penses  &o.,  must  be  approved  in  advance  by  at  least  seven  members  of  the 
Board,  of  v/hlch  Mr.  Edison  shall  be  one. 

Without  unreasonable  delay  after  the  Board  is  organized,  they 
shall  take  up  and  decide  what  compensation,  if  any,  shall  be  paid  to  Mess. 
Edison  and  Gouraud,  touching  the  865  phonographs. 


V. 

The  follov/lng  cash  amounts  shall  be  at  once  paid  to  Mr.  Henry 
Seligman,  Treasurer,  as  loans,  to  start  the  business. 


International  Co.,  $25,000. 
T.  A.  Edison,  12,500. 
G.  E.  Gouraud,  12,500. 

Total  $50, 000. 


VI. 


The  ten  shares  of  stock  held  by  the  three  original  stockholders 
are  to  be  paid  for,  $500.  by  the  Edlson-Gouraud  Interest,  and  $500.  by 
the  International  Co.,  Interest  and  transfers  are  to  be  made  so  that  each 
of  the-  nine  directors  shall  own  a  share  before  their  several  elections, 
the  Edlson-Gouraud  interest  supplying  their  four  directors,  and  the  Inter¬ 
national  Go.,  their  four  together  with  a  share  for  Mr.  Mills.  The  tenth 
share  of  stock  will  belong  to  the  Edlson-Gouraud  Interest.  [Note!  The 
New  Jersey  statute  does  not  permit  a  Company  to  commence  business  with 
less  than  $1,000.] 

The  stock  issuable  to  the  International  Co.,  will  be  4,995  shares, 
and  to  Mess.  Edison  and  Gouraud  4,995  shares,  their  extra  share  mentioned’ 
above  will  be  added  to  these  4,995  shares  and  the  total  amount  of  ^,996 
shares  Messrs.  Edison  and  Gouraud  will  place  In  trust  as  per  trust  agree¬ 
ment  to  be  arranged  between  themselves.. 

The  above  nine  directors,  while  actua.liy  owning  their  several 
single  shares  [the  law  requiring  that  every  Director  must  be  a  stockhold¬ 
er,]  shall  nevertheless  endorse  their  several  certificates  In  blank  and 
ueposit  them  with  the  owners  or  custodians  of  the  other  certificates  of 
their  respective  Interests. 


VII. 

Col.  Gouraud  shall  turn  over  to  the  Company  all  moneys  paid  him 
by  agents,  after -deducting,  only,  actual  prices  of  phonographs  supolied 
to  said  agents. 


VIII. 

The  following  contracts  are  to  be  executed  contemporaneously, 
just  as  soon  as  the  Board  of  the  Company  can  meet  and  give  adequate  au¬ 
thority  touching  such  of  them  as  the  Company  is  a  party  to.  Mr.  Edison's 
signature  will  probably  be  obtained  in  advance  just  as  soon  as  the  Com¬ 
pany  is  organized.  The  full  set  of  contracts  is.  as  follows: 

[1]  Edison  and  Gouraud  agreement,  annulling  the  old  contract 
between  them  of  October  14,  1S87. 

[2]  Edison  and  United  Co.,  transferring  patents  and  agreeing 
to  give  certain  future  Inventions,  jtc. 

[3]  International  Co.,  and  United- Co.,  transferring  patents,  Sc. 

[4]  United  Co.,  and  E.  P.  Works,  .  givfng  right  to  manufacture. 

[5]  Edison,  Gouraud  and  United.  Co.,  assigning  profits  .and 
royalties  touching  865  phonographs,  and  leaving  amount  of  compensation 
to  Board  of  United  Co. 

[6]  Edison  and  International  Co., .  providing  for  co-operation  to 
elect  members  of  Board  of  E.  P.  Works,  and  to  select  financial  agents  for 
United  Co. 

[V]  E.  P.  V/orks  and  International  Co.,  providing  for  assigning 
lease  of  factory. 

[8]  E.  P.  Company,  E.  P,  Works,  Edisbn,  -Lippinoott  and  N.  A.  P. 


[9]  Edison,  E.  P.  T.  M’f’g.  Co.,  and  E.  P.  Works,  providing 
for  assignment  by  Mr.  Edison  to  the  E.  P.  Works  of  .his  right  to  manufact¬ 
ure  phonographs  for  dolls  ahd  toy  figures  for  home  market  and  export,  as 
per  Section  -13  of  Agreement  of  August  6,  1889,  between  him  and  the  said 
E.  P.  T.  M'f’g.  Co.,  of  Boston.  [Note:  In  my  opinion,  it  is  not  indis¬ 
pensable  that  this  agreement  should  b^  executed  because  Mr.  Edison  can 
assign  this  right  to  manufacture,  without  getting  the  special  consent  of 
the  Boston  Co.;  but  I  shall  nevertheless  try  to  get  the  Boston  Co,,  to 
sign  the  agreement.] 

[10]  International  Co.,  Seligraan  and  Morlarty,  cancelling 
foreign  agency  and  giving  full  release  to  the  International  Co. 

[11]  Edison  and  Gouraud,  relating  to  depositing  In  trust  4,996 
shares  of  stock  of  the  E.  U.  P.  Co.  [Note:  This  is  merely  a  personal 
contract  between  .these  parties;  and  does  not  relate  in  any  way  to  the 
affairs  of  the  United  Co.] 

[12]  All  of  the  above  agreements  [except  No.  10,  which  I  leave 
to  the  parties  in  Interest  to  prepare]  have  been  drawn  by  me,  and  then 
submitted  to  the  lawyers  of  the  various  parties  interested,  namely:  Mr, 
Beaman,  Mr.  Lord  and  Mr.  Eugene  Sellgman.  They  are  all  nearly  ready  for 
execution. 

[13]  I  have  carefully  prepared  a  set  of  by-laws,  adapted  to  the 
New  Jersey  Statutes,  and  have  sent  copies  to  the  lawyers  of  the  various 
parties  in  Interest. 

[14]  It  is  understood  that  the  capital  stock  of  the  Edison 
Phonograph  Works  shall  be  increased  at  once  to  $600-000.  and  that  the 
amount  of  this  increase  not  going  to  Mr,  Edison  under  his  contract, . viz: 
$144,000.  shall  be  subscribed  for  by  Mr.  Sellgman  and  associates  at  par, 
a  portion  of  said  subscription,  that  is  to  say  $9a,  000,  .to  be  a  credit 

on  account  of  the  Hartford  'factory,  -leaving  $58,000.  of  said  subscription 
to  be  paid  in  cash.  In  due  -time  the  capital  of  the  Works  shall  be  in¬ 
creased  to  $1,000,000.  or  to  such  other  amount  as  may  be  mutually  agreed 
upon. 


In  order  to  avoid  future  contention,  I  suggest  that  this  Mem.  b. 
now  approved  by  Mr.  Jesse  Sellgman,  Golonel  Gouraud  and  Mr.  Edison,  by 


herein  made  agree  substantially  with  theii 


substantially 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT. 

c  _ 


Automatic  Phonograph  Exhibition 
Company 


C  Niiw  York  Phonograph  Company 


FEBRUARY  27,  1890. 


^gvecjucut,  made  this  27th  day  of  Febiuary,  1890, 
lietween  the  Automatic  PnoNOonAPii  Exhidition  Company, 
a  corporation  organized  and  existing  under  the  laws  of  tlie 
ft  State  of  Now  York,  of  the  first  port,  and  the  New  York 
PnoNOoiiAPH  Company,  a  corporation  organized  and  existing 
under  the  laws  of  the  State  of  Now  York,  of  tlie  second 
part. 

Wheuuas,  the  party  of  the  firat  part  owns  certain  inven¬ 
tions  and  appliances  for  which  they  have  made  application 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


foi'  Letters  Patent  of  the  United  States,  for  and  relating  to 
a  machine  of  tli'o .  kind  commonly  known  ns  the  Coin  Slot 
mnohines  and  so  oonstrneted  ns  by  the  dropping  of  n  coin 
in  a  slot  to  operate  automiitienlly  the  Plionograpli  orPhono- 
graph-Graphophono,  and  are  ready  to  manufacture  and  place 
such  maohines  upon  the  market ;  and 

Whisreas,  the  party  of  the  second  part  possesses  the  ox- 
oluslve  right  to  use  the  Phonograph  and  Phonogmph- 
Grnijhophono  and  to  lioouso  othois  to  use  the  same  within 
the  following  territories,  to  wit,  the  State  of  New  York,  ex¬ 
cepting  the  Counties  of  Westoliestor,  Now  York,  ICings, 
Queens,  Suffolk  and  Richmond  :  and 

■WirniiEAS,  the  party  of  the  fii'st  part  are  desirous  of  en¬ 
gaging  in  the  business  of  exhibiting  the  Phonograph  or 
Phouogrnph-Grnphophono  by  means  of  Coin  Slot  ninchines 
in  places  where  such  maohines  maybe  niid  are  usually  placed 
and  all  other  places  whore  the  sumo  can  bo  lawfully  and 
properly  placed : 

these  presents  juitness  :  That  the  parlies  hereto 


part,  from  exhibiting  and  causing  to  bo  exhibited  in  the  usual 
inannor.or  in  any  niaunor  not  conuootod  with  a  Coin  Slot 
niachind,  the  Phonogiaph  and  Phonograph-Grnphophono 
within  the  tonitorios  which  is  the  subject  of  this  agreement. 

Secon'd:  The  party  of  the  second  part  shall  furnish  the 
^  Phonographs  and  Phonogi'nph-Qrnphophonos  necessary  for 
IJI  this  purpose  and  the  party  of  the  first  part  shall  pay  to  the 
party  of  the  second  jiart  SiO  aunnally  in  advance  for  the 
use  of  each  luachino  so  turuishod. 

Third  :  The  party  of  the  first  part  shall  provide  and  fur¬ 
nish  the  Coin  Slot  machines  to  bo  used  in  connection  with 
such  Phonographs  or  Phonograpb-Qraphophonos  together 
with  suitable  cabinets  or  eases,  and  the  party  of  the  second 
part  shall  pay  in  advance  to  the  party  of  the  first  part  for 
tho  uso  of  each  Coin  Slot  machine  so  furnished  S40  for  the 
firat  year,  and  S30  per  year  thereafter  for  the  balance  of  tho 
period  covered  by  tho  terms  of  this  ngroomout. 

Fouiith  ;  Prom  tho  receipts  arising  from  tho  exhibition  of 
'Phonographs  or  Phonograph-Graphophoues  by  moans  of 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Sixth  :  The  pnfly  of  tlio  first  piivt  slmll  not  bo  bold  ro- 
oiisiblo  for  daiimgos  to  tbo  property  of  tho  party  of  tlio 
ooiid  part  by  fire,  dostruotion  or  injury  of  any  kind  or 
nn  loss  tlioroof  by  thoft  or  othonviso,  iiiiloss  oansod  liy  ' 
gligonco  or  othor  wrong  of  tbo  said  party,  and  tlio  party  of 
0  soobnd  part  slmll  not  bo  bold  rosponsiblo  for  like  dam- 
os  to  tbo  property  of  tbo  party  of  tbo  first  part  nnless 
used  by  its  uogligonoo  or  otbor  wrong. 

Seventh  :  Tlio  businoss  aforesaid  to  bo  carried  on  in  tbo 
ovo  torrituiTos  slmll  bo  condnotod  by  tbo  partj'  of  tbo  seo- 
d  part  for  tbo  joint  aoeonnt  of  tbo  parties  borpto  at  tboir 
n  oxponso,  oxoopting  tlio  obargos  raontionod  in  parngrapbs 
0,  tbreo  and  four  lioroiii,  provided  bowovor,  that  if  at  any 
no  tbo  party  of  tbo  first  part  bo  of  tbo  opinion  that  tbo 


Ninth:  Tlio  party  of  tbo  first  jiart  agrees  at  its  own 
oxponso  to  defend  and  indomnify  tbo  party  of  .tbo  sooond 
part,  to  tbo  satisfaction  of  said  party  of  tbo  second  part, 
against  all  suits  of  iiifringoniont  or  for  infringomont  by 
roason  of  tbo  possession,  leasing,  uso  or  salo  of  said  Coin 
Slut  macbines,  to  pay  all  final  jiidgmonts  rondored  in  snob 
suits,  and  from  time  to  time  on  domnnd  to  pay  over  any 
moneys  required  to  bo  paid  or  oxpoiidod  by  said  party  of  tlio 
second  part  in  connoctioii  tliorowitb.. 

•Tenth:  Notblng  in  tins  agrconiont  slmll  bo  constrnod  to 
compel  tbo  party  of  tbo  second  part  to  put  on  oxbibition  in 
coimootion  with  tbo  Coin  Slot  maebine  or  to  furiiisb  for  tbat 
purpose  any  Pbonograpb  or  Pbonograjib-Grapbopboues 
wbou  tbo  rccoints  from  sneb  oxbibition  shall  not  bn  vnnsnn- 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Iio  siimo  to  bo  nttoated  by  tlio  officeis  of  snicl  companius 
ospootively. 

Fixix  Goutooiialk, 

President. 

Lttost : 

T.  T.  Eokeiit,  Jn., 

Sooretiiry. 

.  Jno.  P.  Haines, 

seal.]  President. 

Lttest: 

Hioiiaiid  Townlev  Haines, 

Seoretury. 


On  this  twenty-eighth  day  of  February,  1890,  bol 
poraonally  came  T.  T.  Eokert,  Jr.,  witli  whom  I  am  ) 
ally  acquainted,  wlio,  being  by  me  duly  sworn,  did 
^  and  say  that  ho  resides  in  New  York  Oitv,  that  lie 
Secretary  of  the  Automatic  Phonograph  Exliibitio) 
pauy,  the  corporation  described  in  and  whioh  has  os 
the  foregoing  instrument  as  the  party  of  the  firs 
thereto ;  that  ho  knows  the  corporate  seal  of  said  Con 
that  the  seal  thereto  affixed  is  the  corporate  seal  i 
Company  and  was  affixed  thereto  by  the  autliority 
Board  of  Dii-ectois  of  said  Company,  and  that  he,  tli 
T.  T.  Eckert,  Jr.,  as  Secretary,  and  Poh\  Gottschalk  i 


IvMORANDUM  03?  AGRlHill.ffiNT  made  at  Boston  this  eighth  day  of 
Jvlarch,  1890  by  and  between  lJugone  Griffin,  representing  the 
'fhomson-Houston  Electric  Corniiany  of  Boston,  Massachusetts,  and 
John  ^fuir,  ropresonting  the  Spraguo  lilleotrio  Railway  and  Motor 
Company  of  Nov/  YorJ:  City. 

It'  It  is  agreed  tliat  the  business  of  selling  street  car 
motors  and  dynamos  for  street  car  propulsion  in  t3ie  United  States 
shall  bo  divided  as  nearly  equally  as  is  practicable  betv/eon  the 
two  companies.  It  is  agTood  to  fix  prices,  dates  of  delivery  of 
apiuratus  and  adopt  otlior  feasible  iwcans  v/iiich  slall  bo  agreed  upon 
from  time  to  time  betv/eon  the  two  parties  to  accomplish  this  rosultp 
3.  33acl-i  Company  to  pay  to  tlie  otlier  Sixteen  and  Sixty-Seven 
one  ’nundrodths  dollars(SlGo67 )  per  horse  power  for  motors,  and 
ISieJ'-t  Hollars  ('JS.OO)  per  thousand  watts  for  dyntuiios  on  all  orders 
received  after  this  date.  IJacli  Company  to  report  to  the  other 
v/oolcly  all  orders  received;  but  all  suns  accrviing  herovmdor  to  be 
due  and  payable  only  v/hen  orders  have  been  filled  and  payment 
received  therefor.  Payments  to  be  made  in  current  funds  of  the 
United  States. 

3.  It  is  agreed  that  the  minimum  prices  for  electrical 
equipment  of  street  cars,  f,  o.  b.  at  point  of  sliipmont, ,  shall  bo 
as  foUov/s,  talcing  effect  March  30,  1890. — 

PRICBS 

Motors  and  oar  equipment  com¬ 
plete,  not  including  trucks  Spraguo  Thomson-Houston 
or  car  bodies  but  including 
all  labor 

15  h.  p.  single  $3,000  $2,140 


SprafjuB  Tliomson-Houst  on 

10  H,  P.  double  •  §2,750 

30  H.  P.  double  §2,900  3,100 

20  H.  P,  single  2,300 

20  lU  P.  double  3,450 

Generators, not  including 

station  equipments  or  labor  Sprague  Thomson-Hocuston 
37,000  watts,  (50  h.  p.)  2,625 

40,000  “  §2,500 

50,000  '■  3,000 

62,000  "  (80  li.  P.  3,500 

75,00  0  ”  (100  H,P)  4,250 

80,000  "  4,250 

150,000  ''  6,700 

186,000  "  (250  H.P.)  8,000 

The  prices  of  station  eqi-.ipmonts  and  all  spare  and  extra  parts 
for  motors  aaid  dynamos  shall  bo  nuitually  agreed  upon  vfithin  ten 
days  hereafter,  and  such  prices  shall  be  maintained  and  a  schedule 
of  such  prices  shall  be  annexed  hereto,  and  form  part  of  thin 
agreement.  Should  either  party  so  desire,  prices  shall  bo  fixed 
on  line  worh  and  a  schedule  of  such  prices  annexed  hereto  and  ' 
fobs  part  of  this  agreement. 

4.^  It  is  agreed  that  all  outstanding  obligations  as  to 
equipment  of  railvmy  companies  by  either  party  may  be  carried  out 
in  good  faith.  Each  company  sheill  v/ithin  ton  days  fi-oin  date 
of  this  agreement,  furnish  to  the  other  a  full  and  complete  list 
of  such  outstanding  obligations,  giving  location,  prices,  quantity, 
dates  of  expiration,  etc.  No  extra  parts  shall  be  furnished 
except  at  agreed  ..prieea. 


5. '  It  is  JinoY/n  that  there  are  jiovy  in’  contemplation  several 

largo  contraets  foi'  tlx!  electrical  eqYiipment  of  street  railvmy 
lines,  the  principal  of  which  are  as  follovrs: 

The  Rochester  Street  Railv/ay, 

The  Detroit  Street  Railway, 

Tho  Buffalo  Street  Railv/ay, 

TIio  Louisville  Street  Railvfay, 

Tho  Brooklyn  Street  Railway, 

Tho  Pittsburg  Railvray. 

It  is  a£;rcod  that  terms  and  dates  of  delivery  sliall  bo  so  arranged, 
as  provided  in  section  1  (1)  tliat  tlie  Rochester  and  Detroit  Rail¬ 

way  Equipmont  sliall  be  av/ardod  to  the  Thomson-Houston  Company,  and 
the  Brooklyn  and  Louisville  Street  Railway  Equipment  shall  bo 
awarded  to  the  Sprague  Company—  tin  equipment  of  the  other  above- 
mentioned  railvfays  to  bo  reserved  for  fitturo  decision  and  aivard, 
as  provided  in  section  one  (1),  and  also  other  railTfays  fi’om  time 
to  time  o' 

6.  It  is  agreed  that  no  guarantee  shall  be  given  to  street 
railway  companies  without  mutual  conference  and  agreemento  Tlie 
general  fonn  of  guarsinty  shall  be  about  as  follows; 

S  U  A  R  A  N  T  E  E. 

"  Via  guarantee  that  our  motors  will  develop  at  least 
the  rated  power  wlion  supplied  viith  suitable  and  proper  electrical 
current  and  potenti&l,  and  that  our  generators  vdll  develop,  at 
least  their  rated  pov/er,  and  v/ill  generate  a  suitable  and  proper 
electrical  current  far  the  operation  of  the  cars  when  driven  by  a 
steam  plant  of  sufficient  power,  properly  governed  to  maintain 
constant  speed  under  varying  loads. 


"vie  agroe  to  imke  goocl  any  inhoront  mochmiical  or  elootrical 
dofocts  in  the  apparatus  furnislied  hereunder,  in  case  such  defects 
develop  v/ithin  sixty  (60)  days  fi-om  tho.  date  the  road  is  opened 
to  traffic." 

It  is  agreed  tliat  neither  party  sliall  guarantee  the  number 
of  cars  to  be  run  by  one  or  more  generators  nor  guarantee  the 
repairs  per  car  mile  or  the  percentage  of  repairs. 

7»'  It  is  agreed  that  each  company  shall,  at  the  time  of 
submitting  the  same,  furnish  to  the  other  copies  of  all  bids  made, 
and  report  promptly,  each  to  the  other,  the  acc:eptanoo  of  same  by 
the  railway  companies. 

8. '  It  is  agreed  tliat  neither  party  vmivos  nor  postpones  any 

of  its  rights  as  regards  its  patents,  but  that  both  parties  shall 
have  full  right  to  enforce  their  patents  with  the  same  force  and 
effect  as  if  this  agreement  had  not  been  made. 

9.  It  is  vuiderstood  that  this  agreement  shall  take  effect 
imiiodiately  and  shall  continue  in  full  force  and  effect  until 
terminated  as  hereinafter  specified. 

10.  This  agreement  may  be  terminated  upon  either  party 
giving  three  months  notice  in  writing  to  the  other  party,  but  such 
notice  cannot  be  given  within  a  period  of  ninety  (90)  days  from 
date.  Such  termination  shall  not  apply  to  any  contract  or 
proposed  contract  which  may  have  been  by  mutual  agreement  assigned 
to  one  or  the  other  party  while  this  contract  was  in  ibroo,  and 
ail  sums  that  may  be  due  from  one  party  to  the  other  on  orders 
received  up  to  the  actual  termination  of  this  agreement, 


and  all  sums  that  may  thereafter  accrue  on  contracts  or  proposed 
contracts  assigned  by  mutual  agreement  before  the  teimination  of 
this  agreement,  sliall  be  paid  in  accordance  with  section  tvfo  (  2  ). 

11.  Should  tliis  agreement  be  terminated,  as  provided  in 
section  9,  and  section  10,  and  sliould  thorealtor  any  contract, 

Tdiich  liadjby  mutual  consent  before  the  tei'mination  of  this  contract 
been  assigned  to  one  or  tlie  other  party  not  secvired  by  that  party, 
for  any  cause,  but  bo  awarded  to  tlie  other  party,  then  the  party 

to  whom  the  contract  is  avfarded  stall  pay  to  the  party  so  losing: 
the  contract  for  each  motor  and  each  generator  actually  furnisliod, 
the  amounts  speciflod  in  section  tv/o  (2).  It  is  understood  and 
agreed  however,  that  each  party  will  in  good  faith  endeavor  to 
bring  about  the  av/ard  as  per  previous  agroomont. 

12.  It  is  agreed  that  all  controversies  which  may  ai-ise 
between  the  tvro  parties  hereto,  touching  the  meaning  of  this 
agreement,  or  as  to  the  amount  due  to  or  from  each  other 
rospcctively,  stall  be  arbitrated.  fhe  method  of  arbitration 
stall  bo  ttat  each  party  shall  select  an  arbitrator,  and  the  two 
thus  chosen,  acting  together,  sliall  decide  the  controversy,  or  if 

they  disagree,  they  may  call  in  the  services  of  an  lunpire  to  be 

and  eoriolusive 

selected  by  themselves  and  his  avfard  shall  be  final  ixpon  the 

V\ 

parties  as  to  the  matter  or  thing  in  controversy  decided  by  him. 

IN  WITNESS  V/HEREOE,  the  parties  hereto  have  hereunto 
set  their  hands  and  seals  the  day  and  year  first  above  written. 
EUGENE  GHIEPIN.  SHOWS ON-HOUST ON  EIEOTRIO  COMPANY 


JOHN 


MUIR, 


SPRAGUE  E.  R.  &  M. 


COMPAilY 


-6- 


STATION  EQUIPMENTS  AND  LABOR  OE  INSTALLATION, 


Generator  \7attaj 

Thoms  on-Hou  St  on 

:  Sprague 

87,000 

$600 

40,000 

$900 

SO, 000 

975 

62,000 

$750 

75,000 

$  850 

30,000 

1150 

150,000 

1500 

186,000 

$1500 

V/hon  two 

generators  are  installed  deduct  ten  (lO;?) 

per  cent  from  above  pric 

ios.  Eor  throe 

(3)  generators  deduct 

fifteen  (16;?)  per  cent. 

r  Eor  four  (4) 

or  more  generators  dcduot 

twenty  (30)^)  per  ocfflit. 


-7- 

EXTRA  MOTOR  ] 
(15  h.p.  motor 


PARTS  THOMSON-HOUSTON 


Armature  complete  §330 

Set  field  coils  175 

1  Main  Split  gear  25 

1  Intermediate  gear 
Two  Pinions  34 

1  Trolley  oorajiletc.  50 

§614 


SPARE  PARTS  POR  GENERATORS . 

1  Armatai'e  complote 
1  Set  Babbit  shells 

Generator  -ivatts.  Thomson-Hoviston  Sprasuo 

37,000  §765 

46,000  §800 

50,000  §900 

62,000  $1050 

67,0001  $1350 

80,000;  $1410 

150,000  (5) 

180,000^'  (?) 


Edison  United  Phonograph  Company. 


Agreements  with:  Thomas  A.  Edison,  Edison 
Phonograph  Works  .  and  international 
•  Graphophone-  Company. 


AGREEMENT. 


THOMAS  ALVA  EDISON 


Edison  United  Phonograph  Gompanv, 


MARCH  11TH,  1890. 


^0fCClUCItt  tihide  this  eleventh  day  of  Marcli,  1890, 
between  Thojias  Alva  Edison,  of  Llewellyn  Park  in  the 
State  of  New  Jersey,  United  States  of  America, ’of  the 
first  part,  and  the  Edison  Unitjjd  Piionogkapii  Company, 
a  corporation  organized  and  e-xisting  under  the  laws  of  the 
said  State  of  New  Jersey,  and  having  a  principal  office  and 
place  of  business  in  the  City  of  Orange,  County  of  Essex, 
in  the  said  State  of  New  Jersey,  of  the  second  part. 

Whbrbas,  the  first  party  is  the  inventor  of  what  is  gener¬ 
ally  known  as  the  “  Phonograph,”  which  invention  is  more 
particularly  described  in  Letters  Patent  of  the  United 
States,  No.  200,521,  dated  February  19,  1S78,  for  an  ”  Im¬ 
provement  in  Phonographs  or  Speaking  Machines,”  and 
upon  and  including  which  invention,  letters  patent  of  vari- 


AGREEMENT. 


INTERNATIONAL  GRAPHOPHONE  COMPANY 

Edison  United  Phonograph  CoMPANr. 


.^avccmcitt  made  this  eleventh  day  of  March,  i8go 
etween  the  International  Graphohone  Cohipany  a 
corporatimi  orpnized  and  existing  under  the  laws  of  the  . 
C  tf  of  principal  office  in  the 

City  of  New  York,  in  the  said  State,  and  the  Edison 
Unitbd  Phonograph  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the.  State  of  New  Jersey, 
and  having  its  principal  office  and  place  of  business  in  the 
City  of  Orange,  County  of  Essex,  in  the  said  State  of  New 
Jersey,  of  the  second  part. 


Whereas,  the  first  party  has  certain  right,  title  and 
interest  in  and  to  certain  letters  patent  granted  in  foreign 


phonographs  and  speaking  machines,  by  reason  of  Hie 
ossignineut  to  it  liy  Thomas  Cocliran,  of  the  City  of  Phila¬ 
delphia  and  State  of  Pennsylvania,  in  the  United  States  of 
America,  of  all  his  right,  title  and  interest  in  and  under 
an  indenture  made  the  24th  day  of  May,  1S89,  between  the 
Volta  Graphophone  Company,  of  Alexandria,  Virginia,  in 
the  United  States  of  America,  party  of  the  first  part  and 
the  said  Thomas  Cochran,  party  of  the  second  part,  all  of 
which  will  more  fully  appear  by  said  indenture  and  assign¬ 
ment,  copies  of  which  are  hereto  annexed  marked  "Volta 
Graphophone  Company  Indenture  and  Assignment,  Ex¬ 
hibit  A:"  and 


.*01.  party  acquireu  to  manufacture  graphophones  or 

aforesaid  assignment  to  it  of  the  said  Volta  Graphophone 
Company  License  (Exhibit  B) :  ■ 


itow,  tlwvefovc,  the  parties  hereto  for  and  in  con 
sideration  of  the  sum  of  one  dollar  by  each  to  the  other  paid 
and  of  the  mutual  covenants,- obligations  and  agreements 
herein  contained,  do  agree  as  follows  : 


Whereas,  the  first  party  has  certain  right,  title  and 
license,  by  reason  of  the  assigmnent  to  it  by  said  Thomas 


EXHIBIT  B. 


Volta  Grapiiophone  Cojipanv  Licjsnse. 


(Note  :  By  mutual  consent,  two  like  copies  of  this  Ex¬ 
hibit  have  been  marked  for  identification  by  both  of  the 


EXHIBIT  E. 


License  Agkeement  hor  Edison  Phonograph  Works 
TO  Manufacture. 


(Note. — By  mutualconseiit,  two  like copiesof  this  Exliibit 

have  been  marked  for  identification  by  both  of  the  parties 
to  the  foregoing  agreement,  and  one  copy  of  tlie  said  Ex¬ 
hibit  has  been  delivered  to  each  of  the  said  parties). 


EXHIBIT  A. 


Cojii*i,ETis  List  of  Patents,  Etc. 


(Note.— By  mutual  consent,  two  like  copies  of  this  Ex¬ 
hibit  have  been  marked  for  identificatiou  by  both  of  the 


EXHIBIT  B. 


Copy  op  Aorbejient,  between  Mr.  liuiso.v  ani 
Edison  Phonograph  Works. 


(Note.— By  mutual  consent,  two  like  copies  of  this 
hibit  have  been  marked  for  identification  by  both  of 
parties  to  the  foregoing  agreement,  and  one  copy  of 
said  Exhibit  has  been  At _ 


EXHIBIT  D. 


I 


AGREEMENT  made  this 
■  day  Of  PebiHta*^',  1S90,  by  and  between  THOMAS  A.  EDISON, 
of  Llewellyn  Park,  in  the  State  of  'New  Jersey,  of  the 
first  part,  and  the  EDISON  PHONOGRAPH  WORKS,  a  corpora¬ 
tion  created  and  existing  under  and  by  virtue  of  the  Laws 
of  the  State  of  New  Jersey,  of  the  second  part. 

WHEREAS,  by  a  certain  other  agreement 
made  by  and  between  the  Edison  Phonograph  Toy  Manufactur¬ 
ing  Company  and  the  said  party  of  the  first  part,  dated 
the  6th  day  of  August,  1889,  the  said  Edison  Phonogr^h 
Toy  Manufacturing  Oompany,  for  a  good  and  sufficient  con¬ 
sideration  therein  more  fully  set  forth,  did  grant  vinto 
the  said  party  of  the  first  part  the  sole  and  exclusive 
right  in  all  parts  of  the  vrorld,  including  the  United 
States  and  the  Dominion  of  Canada,  to  manufacture  certain 
inventions  and  improvanents  in  said  agreenent  specifical¬ 
ly  set  forth,  and  more  especially  phonographs  or  speaking 
machines  applicable  to  dolls  or  toy  figures,  described 
in  and  covered  by  several  agreements,  and  patents  referred 
.to  in  the  said  agreement  of  August  6th,  1889,  or  in  any 
future  agreement  which  the  said  Edison  Phonograph  Toy 
Manufacturing  Con^any  might  make,  or  in  any  future  inven¬ 
tion  or  patent  which  the  said  Edison  Phonograph  Toy  Man¬ 
ufacturing  Company  might  thereafter  acquire  or  become  in¬ 
terested  upon  terms  and  subject  to  restrictions  there¬ 
in  more  fully  set  forth,  a  copy  of  which  said  agreement 


is  hereto  annexed,  marked  Exhibit  A,  reference  to  which 
is  hereby  made  for  greater  particularity;  and 


WHEREAS,  by  the  thirteenth  section  of 
said  agreement  it  was  covenanted  and  agreed  that  the  said 
party  of  the  first  part  mi^t  assign  the  license  thereby 
granted  to  him  to  a  corporation  in  which  he  held  a  major¬ 
ity  and  full  voting  control  of  the  capital  stock,  such 
assignee  to  possess  all  the  ri^ts  and  benefits,  and  to 
be  subject  to  all  the  duties  and  obligations  therein  pro¬ 
vided  for;  and 

WHEREAS  ,  the  said  party  of  the  first 
part  holds  a  majority  and  full  voting  control  of  the  cap¬ 
ital  stock  of  the  said  party  of  the  second  part,  and  de¬ 
sires  to  assign. the  said  license  to  the  said  party  of  the 
second  part,  and  the  said  party  of  the  second  part  de¬ 
sires  to  acquire  said  license,  subject  to  the  conditions 
and  limitations  in  the  aforesaid  agreement  of  August  6th, 
1889,  contained: 

N/0  W,  THEREFORE,  in  consideration 
of  the  mutual  promises  herein  made,  and  of  the  sum  of 
One  Dollar  in  hand  paid  by  each  of  the  parties  hereto  to 
the  other,  the  receipt  whereof  is  hereby  acknowledged, 
the  parties  hereto  declare  and  agree  as  follows,  that  is 
to  say: 

FIRST:  The  party  of  the  first  part  agrees 
to  assign  and  hereby  does  assign  to  the  party  of  the  sec- 


ond  part,  all  his  right,  title  and  interest  in  and  to  the 
said  contract  of  August  6th,  1889,  made  by  and  between 
said  Edison  Phonograph  Toy  Manufacturing  Company  and  the 
said  party  of  the  first  part,  being  an  exclusive  right  in 
all  parts  of  the  v/orld  to  manufacture  the  invention  and 
improvement,  and  more  especially  phonographs  or  speaking 
machines  applicable  to  dolls  or  toy  figures,  together 
with  the  accessories  to  adapt  phonographic  mechanism  to 
the  said  dolls  or  toy  figures,  described  in  and  covered 
by  the  several  agreements  set  forth  or  referred  to  in  the 
said  agreement  of  August  6th,  1889,  or  in  any  future 
agreement  which  the  said  Edison  Phonograph  Toy  Manufac¬ 
turing  Oonpany  may  make,  or  any  future  invention  or  pat¬ 
ent  which  the  said  Edison  Phonogr^h  Toy  Manxifacturing 
Company  may  acquire  or  become  interested  in,  in  any  way 
appertaining  to  phonographs  or  speaking  machines  applica¬ 
ble  to  dolls  or  toy  figures,  subject  to  the  conditions 
and  limitations  in  the  aforesaid  agreanent  of  August  6th, 
1889,  contained. 

SECOND:  The  said  party  of  the  second 
part  agrees  to  assume,  and  hereby  does  assume  the  per¬ 
formance  of  all  and  every  the  conditions  and  covenants 
in  said  agreanent  of  August  6th,  1889,  contained,  and 
further  agrees  to  hold  the  said  party  of  the  first  part 
harmless  by  reason  of  the  said  conditions  and  covenants 


any  of  them. 


IN  WITNESS  WHEREOF,  the  said  ! 
I  party  of  the  first  part  has  hereunto  set  his  hand  and 

seal,  and  the  said  party  of  the  -second  part  has  caused  i 
its  corporate  name  to-be  hereunto  subscribed  and  its  cor- 
I  porate  seal  to  be  hereto  affixed  by  its-  proper  officers  | 
I  thereunto  duly  authorized,  this  agreement  being  for  con-  ’  | 
j  venienoe  executed  simultaneously  in  two  like  parts. 

Dona  at  the  City  of  New  York,  State  of  New  York,  i 


I 


EXHIBIT  A. 

Agreement  between  the  EDISON  PHONOGRAPH  TOY 
MANUFACTURING  COMPANY  and  THOMAS  A.  EDISON,  dated  Au¬ 
gust  6th,  1889. 


(Note;  By  mutual  consent,  two  like  copies  of 
this  Exhibit  have  been  marked  for  identification  by  both 
of  the  parties  to  the  foregoing  agreement, and  one  copy 
of  the  said  Exhibit  has  been  delivered  to  each  of  the 
said  parties. ) 


Thomo  Alva  Mlsort 
-with- 

IntarnatJonal  OraphorihoTia  Co. 


Copy. 

Aeraaijian't  relatine  to  'boards  of 
dlrsotors  and  financial  agents 


AGRET5HKHT,  iiRde  eleventh  day  of  March,  1890, 
between  THOMAS  AhVA  KDI SOU,  of,  the  first  part,  and  the 
raTEKNATIONAL  GRAPHOPHOHE  OOIIPATTY,;  of  the  second  part. 

WHEREAS,  the  parties  hereto,  are  interested  in 
the  promotion  and  success  of  a  certain  corporation  now  being 
formed,  knovm  as  the  Edison  United  Phonograph  Company,  and 
are  also  interested  in:  a  certain  other  oorporqtion, known 
as  the  Edison  Phonograph  Works.j  which,  corporation,  is  olosely 
indentified  with  the,  interests;  of  the;  said  Edis  on  Kii ted 
Phonograph;  Company!  and  ,  ■ 

W  H  E  REAS,  the  parties  hereto  desire  to  enter  into 
certain  arrangements  and  agreements  for  the  mnagenmnt  of 
the  business  affairs  of  the  aforesaid  two  corporations  for 
their  own,  mutual  .benefit  as.well  as  for  the  benefit'  of  all 
present  and :futiu*e  shareholdors  tlierein:  ,, 

NOW,  THEREPORE,  in  considei ration  of  the  rautial  promises 
made  below,  it  is  agreed  as  foliows:- 

•  i  Eirst:  The  parties  hereto,  agree  as  far,:. as  they  have  ’ 

or  may  hereafter  have  the  legal  right  and  power  to  do  so,j:' 
that  the  Board  of  Directors.,  of  the ,  said  Edison  Phonograph: 
Works  shall  always  consist.,  of  five,  members,  three  of  which 
shall  be  selected  by  the  said  Edison  and  two  by  the  said  .i.5  t:. 
Interna ti onal  Graphophone  Company}  -  and-  the  ■  par  ties,.. here tol.i 
agree  that,  .so;; far  as  tliey.oan  legallj'-  do,;  ao, ;  they  wil-l\al-> 
ways  oast  -  their:  votes  as  stpokholders  in  the  saidtEdlspn?.:; 
:^nograph-: Works,  in  favor  of  the  five  Directors  to  bp'se- 


j  leoted  aa  aforesaid. 

As  regards  the  present  Board  of  Biraotors  of  the  Edison 
Phonograph  Works,  the  said  Edison  agrees  that  ha  will  exert 
his  Tjest  efforts  to  proonre  the  immediate  resignation  of  twc 
of  the  memhers  thereof,  and  to  hiwe  chosen  in  their  plaoe 
two  memhers  who  shall  be  seleotad  by  the  second  party  herotc  { 

'  Second:  'Che  parties  hereto  agree  that  as  regards  the 
said  Edison  United  Phonograph  Conpany^, '  they  will  at  all 
times  use  their  bast  efforts  so  far  as  they  can  legal3^<-  do 
BO  as  stoclcholders  in  the  said  0oii5)any  or  otherwiBe,  tO' : 
have  the  banking  f irm  knovm  as  .T,  &  W, .  Saligman.  &  Company, 
of  New  York  City,  or  their  associate  firms  in  foreign  coun¬ 
tries,  made  and  continued  to  ixs  mde  the  bankers  and  finan¬ 
cial  agents  of  the  said  Company, 

Third:  It  is  agreed  that  as  regards  the  selection  of 

bankers  and  financial  agents  as  aforesaid,  for  the  said 
Edison  United  Phonograph  Company,  this  agreement  shall  con¬ 
tinue  so  long  as  both  of  the  parties  hereto  severally  own 
at  least  one  fifth  of  the  nominal  capital  stock  thereof; 
and  th/At  as  regards  the  selection  of  Directors  for  the  said 
Edison  Phonograph  V/orks,  this  agreement  shall  continue  so 
long  as  both  of  the  parties  ]iereto  severally  own  at  least 
one  fifth  of  the  nominal  capital  stock  thereof.'  Should 
either  of  the  parties  hereto  cease  to  own  at  least  one  fiftii 
of  the  capital  stock  of  either  of  the  corporation  aforesaid 
this  agreement  shall  thereupon  immediately  cease,  so  far  as 
it  relates  to  either  or  both  of  tlie  said  corporations,  as 
the  case  may  be. 


IIT  WITHRSS  WKBKWOI'  the  first  party  has  hersunto  set  his 
hand  and  seal,  and  the  second  party  has  caused  its  corporate 
name  and  seal  to  he  hereto  affixed  and  attested  hy  its 
proper  officers  thereunto  duljf  authorised,  this  aeraemant 
haine  for  oonTanience  executed  simultaneously  in*tv/o  lika 
parts.  Bona  at  the  City  of  Hew  York,  State  of  Hew  York, 
United  States  of  America,  on  the  day  and  year  first  above 
named. 

Thomas  A.  Hdison  (Seal) 

S.  P.  Baton, 

Witness  to  IKr,  Bdison. 

IHTBRHATIONAL  GHAPHOPHOm  C011?PAHY, 

By  Thomas  Cochran, 

(Seal)  President. 

Attest; 

G.  H.  Morison, 

Secretary. 


11 

■WITH 

INTERNATIONAL  QRAPHOPHONE  CO. 

COPY  OE  AOREEUBNT 
Eor  acquiring  shares  of 
Stock  of  E.  P.  Works. 

Dated  March  11,  1890. 


AGREEMENT  made  this  Eleventh  day  of 
March,  1890,  between  the  EBISON  PHONOGRAPH  WORKS,  a  cor¬ 
poration  existing  under  tlie  laws  or  the  State  of  New 
Jersey,  and  its  principal  office  in  the  City  of 

Orange,  itin  the  said  State,  qS  the  first  part,  pid  the 
INTERNATIONAL  GRAPHOPHONE  COMPANY,  a  corporation  existing 
under  the  laws  of  ths  State  of  New  York,  and  living  its 
principal  office  in  the  City  of  New  York  in  the  said  State 
of  tiie  second  part. 

WHEREAS,  the  parties  hereto  desire  to 
make  arrangements  for  transferring  to  the  first  party  the 
interests  of  the  second  party  in  its  graphophone  factory, 
located  at  Hartford,  and  for  tlie  acquiring  by  the  first 
party  of  certain  rights  of  manufacture  now  Belonging  to 
the  second,  party,  on  the  certain  terms  and  conditions  here¬ 
inafter  set  forth: 

NOW,  T  H  E  R  E  E. 0  R  E  ,  in  consideration  of 
the  mutual  promises  herein  made,  it  is  agreed  as  follows: 

E  I  R  S  T  :  The  Capital  Stock  of  the  first 
party  having  been  increased  from  Three  hatred  thousand 
dollars  ($3ob»000)  to  Six  hundred  thousand  dollars 
($600,000)  of  which  Increase  fifty-two  per  centum,  that 
is  to  say  Eifteen  hundred  ^d  sixty  shares  af  the  par 
value  of  One  Hundred  Dollars,  each,  Is  to  be  transferred 
and  delivered  to  Tliomas  Alva  Edison,  under  and  pursuant 
to  the  terms  of  a  certain  ^reement  made  May  12,  1888  be¬ 
tween  him  and  the  first  party  hereto,  reference  to  which 
is  now  made  for  greater  particularity,  and  forty  eight 


-(2) 

per  Centum  thereof,  that  Is  to  say  fourteen  hundred  and  fort  y 
shares  of  the  par  value  of  One  Hundred  Dollars  each,  has  been 
subscribed  for  by  the  second  party,  payable  upon  the  demand  oi 
the  Board  of  Directors  of  the  first  party,  it  is  agreed  that 
as  regards  a  part  of  the  aforesaid  stock  thus  subscribed  for 
by  the  second  party,  to  vdt-:  920  shares  thereof,  the  same 
shall  be  considered  by  the  first  party  as  being  paid  in  full, 
in  consideration,  first,  o  £  the  transfer  and  assignment  by  kb 
the  second  party  to  the  first  party  of  the  leasehold  interest 
and  other  property  set  forth  below  in  the  third  section  here¬ 
of,  and.  Second,  of  the  acquiring  by  tiie  first  party  of  all 
rights  Of  aanufacture,  now  belonging  to  the  sec  end  party,  the 
same  being  acquired  by  the  first  party  under  two  certain  other 
agreements  executed  simultaneously  herewith,  to  with  an  agree-  ! 
ment  between  the  said  international  Oraphophone  canpany  and  a 
certain  other  corporation  known  as  the  Edison  United  Phono¬ 
graph  company,  and  an  agreement  between  the  said  E<iison  United 
Phonogr^h  Company  and  the  first  party  hereto;  and  it  is 
further  agreed  that  the  first  party  shall  credit  on  account  o.‘ 
the  said  subscription  for  1440  shares  of  stock  as  aforesaid,  I 
amounting  to  $144,000.,  the  sum  of  $92,000.  and  that  the  re-  | 
mainder  or  the  said  subscription,  to  wit;  $52,000.  diaii  be 
payable  in  cash  upon  tlie  demand  of  the  Board  pf  Directors  of 
the  first  party. 

AS  regards  the  aforesaid  920  shares  of  capital  stool 
to  be  issued  to  the  second  party  as  aforesaid,  it  is  agreed 
tnatthe  certificates  of  stock  therefor  shall  have  printed  on 
their  face  the  following  legend  required  by  the  .Statutes  pf 
the  State  of  New  Jersey,  tmder  which  the  said  Company  is 
organized,  in  cases  utoere  the  stock  is  issued  fhr.  other  con- 


-3- 

si  derat  ions  than  actual  cash,  to  vdt:  "Issued  ibr  property 
I  purchased" . 

SECOND;  The  aforesaid  leasehold  interest  and 
other  property  purcliased  by  the  first  party  as  above  provided 
.for,  is  Bet  forth  in  detail  in  the  schedule  hereto  atanexed, 
raarJced  "soiiedule  A.  list  of  Property  Purchased",  the  aggre^te 
value  of  the  said  leasehold  interest  and  other  property  being 
$92»000  Which  is  hereby  aodepted  by  both  of  the  parties  hereto 
as  the  Value  of  the  said  leasehold  and  other  property. 

THIRD;  The  sec  end  party  hereby  assigns,  trans¬ 
fers  and  sets  over  to  the  first  party,  its  entire  right,  title 
and  interest  in  and  to  the  leasehold  interest  and  other  proper 
ty  set  forth  in  the  aforesaid  "Schedule  A",  hereby  covenanting 
that  it  has  a  full  and  complete  title  hereto  and  has  power  to 
assign  tlie  same  as  aforesaid,  and  that  all  of  the  said  proper¬ 
ty  of  every  kind  whatsoever  is  free  of  all  and  every  encum¬ 
brance  of  every  sort,  save  and  except  that  as  regards  the 
aforesaid  leasehold  interest,  the  second  party  is  under  obli¬ 
gation  to  make  certain,  periodical  payirents  which  are  more 
particularly  and  fully  set  forth  in  the  certain  instrument  of 
writing  creating  the  said  leasehold  Interest,  hereto  annexed, 
marked  "Schedule  B,  Copy  of  Lease",  which  payments  the  first 
party  hereby  assumes  and  agrees  to  pay,  from  the  date  hereof. 

IN  WITNESS  WHEREOP,  ^Oh  Off  SfiS 
parties  hereto  has  caused  its  corporate  name  and  seal  to  be 
hereto  affixed  and  attested  by  its  proper  affioers  thereunto 
duly  authorized,  this  agreement  being  simaltaneously  executed 
for  conveinenoe  in  two, like  parts. 


Done  at  the  City  of  New  York,  State  of  New  York,  United  States 
Of  America,  on  the  day  and  year  first  above  named. 

3EJDIS0N  PHONOGRAPH  WORICS, 

By  Thomas  A.  Edison 

President. 

(Seal) 

Attest : 


Attest : 


A.  0.  Tate 

Secretary. 

international  GRAPHOPHONE  COMPANY, 
By  Thomas  Cochran 

president. 


Q.  N.  Morison 


Secretar  y 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


'll 


AGREEMENT 


c 


0BT^VEEN 

Jesse  H.,  Lippincott 


Thomas  A.  Edison. 


^ovccm  cnt  mado  this  1st  day  of  April,  1830,  by  and 
hGhveeii  Jesse  H.  LimxcoTT,  of  llio  City,  County,  and  State 
of  Now  York,  of  the  first  part,  and  Thomas  A.  Edison,  of 
Llewellyn  Park,  in  the  State  of  New  Jersey,  of  the  second 


iiEAH,  by  agreement  made  and  entered  into  by  and  /  j 

1  the  parties  hereto,  bearing  date  the  30th  day  of 

383,  and  inoro  particnhirly  by  the  fourth  section  ^ ' 


hetwc 

July,  1883,  and  inoro  particularly  by  the  fourth  section 
thereof,  the  said  Lipiiineott  agreed  to  deliver  and  did  de¬ 
liver  to  the  said  Edison  a  certificate  for  0,100  shares,  that  is 
to  say,  8010,000.,  par  value,  of  the  stock  of  The  North 
Aiiiericau  Phonograph  Companv,  fully  paid,  in  the  name  of 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


(  ' . . . 


2 

the  Biiid  Edison,  and  tlia  snid  stock  wiis  roceivod  by  tho  said 
Edison  subject  to  limitations  and  conditions  sot  foi'tli  in  tliu 
said  agreement,  ns  iollon's,  to  wit ; 

“  CaJ  It  is  tbe  intention  of  tlie  snid  Lippincott  to  publicly 
“  offer  for  sale  within  tlio  next  four  or  live  inontlis  onougli  of 
"  tlie  capital  stock  of  tlio  snid  Nortli  Ainericuu  Plionogrnpli 
“  Co.  to  realize  in  cash  from  tlie  sales  tlioreof  at  least  tlio 
"  sum  of  81,000,000.,  on  or  before  December  31,  1889. 

“  (1)  The  said  Lippincott  has  not  yet  decided  at  wlmt 
“  price  lie  will  offer  tlie  said  stock  to  the  public  ns  aforesaid, 
“  but  it  is  assumed  for  the  purposes  of  tliis  iigrooiiieut,  that 
“  the  price  will  be  not  less  than  826.  per  share. 

"  (c)  li  the  said  stock  is  not  offered  in  public  in  the 
“  customni'y  mniiuor  touching  what  is  known  ns  bringing  out 
“  companies,  prior  to  Docombor  31,  1889,  or  if  before  that 
“  date  tho  said  stock  is  offered  in  public  ns  aforesaid,  at  a 
“  loss  average  price  than  825.  per  share,  or  if  enough  of  tho 
“  said  stock  be  not  sold  by  the  said  Lippincott  on  or  before 
“  December  31, 1889,  to  realize  in  cash  by  that  date  tho  sum 
“  of  81,000,000.,  then,  that  is  to  say,  in  cither  of  the  said 
"  throe  events,  tho  said  Edison  shall  on  December  31, 1889, 
“  acquire  tho  absolute  ownership  of  tho  said  0,100  shares  of 
stock,  ns  his  own  personal  property  free  and  clour  of  any 
“  and  nil  claims  on  tho  inirt  of  tho  said  Lippincott  or  of  any 
‘‘  person  claiming  under  or  through  him,  and  in  tho  event  of 
“  the  said  stock  being  offered  to  the  public  ns  aforesaid  nt 
“  a  less  average  price  than  825.  per  share,  the  snid  Lippin- 
“  cott  shall  on  or  before  December  31,  1889,  give  to  the  snid 
“  Edison  an  additional  amount  of  tho  snid  stock  to  tho  end 
“  that  the  said  Edison  may  have  and  possess  such  a  number 
“  of  shares  which  valued  nt  tho  aforesaid  average  soiling 
“  price  of  less  than  825.  per  share,  shall  aggregate  8152,600. . 

“  (d)  If  tho  said  stock  is  prior  to  Doeouiber  31,  1889, 

“  offered  to  the  pubiio  at  a  price  avorngiug  in  excess  of  826. 

“  per  share,  and  if  enough  of  tho  said  stock  is  purchased  by 
“  pubhe  subscription  or  otherwise  so  that  the  not  proceeds 
“  thereof  received  by  the  said  Lippincott,  between  December 


“  1,  1888,  and  December  31,  1889,  shall  aggregate  in  cash  at 
“  least  81,000,000,,  tho  said  Edison  will  return  tho  said 
"  Lippincott  n  certain  portion  of  tho  said  0,100  shares  of 
“  stock,  tho  said  proportion  to  be  determined  ns  follows,  to 
“  wit :  Tho  sum  of  8152,600.  shall  bo  divided  by  tho  said 
“  uvorngo  price  at  whicli  the  snid  stock  is  offered  to  tho 
“  piiblie  ns  aforesaid,  and  tho  quotient  resulting  from  the 
"  said  division  shall  roprosont  tho  number  of  shares  which 
“  said  Edison  shall  bo  allowed  to  retain  and  possess  us  his 
“  own,  and  the  balance  shall  lie  returned  to  tho  said  Lippin- 
“  cott,  that  is  to  say,  for  iliustrution,  if  tho  subscription 
“  price  to  the  pubiic  should  bo  at  tlie  average  rate  of  890. 

“  i)or  share,  niid  tlio  said  subscription  should  bo  paid  for  to 
“  nggregnto  amount  of  81,000,000.  in  casli  within  the  ■ 
“  aforesaid  limited  time,  by  Deoombor  31,  1889,  tho  said 
“  Edison  shall  retain  1,09.1  sliares  of  tlio  snid  stock,  and 
“  shall  deliver  4,400  shares  thereof  to  tho  said  Lippincott, 

“  and  it  tho  said  stock  should  bo  offered  to  tho  pubiio  ut  a 
“  ])rico  varying  from  tho  said  890.  per  sliiiro,  but  ut  an  aver- 
O  “  ago  price  in  excess  of  825.  per  share,  tlio  amount  of  stock 
“  to  be  rotniiiod  by  tho  said  Edison  ns  well  ns  tho  amount  to 
•“  bo  delivered  to  tho  said  Lippincott,  shall  bo  determined  in 

“  What  is  meant  by  average  price  is  tho  quotient  ob- 
“  tiiinod  by  dividing  the  nggregnto  sales  (total  gross  amount 
“  of  sales)  by  tho  number  of  shares  sold. 

“  ( e)  Tho  said  Edison  shall  have  full  voting  power  on  this 
“  stock  while  it  roinains  in  his  possession  as  herein  provided 
“  for.  Should  the  said  Lippincott  prefer  to  sell  tho  stock 
“  referred  to  in  this  section  nt  private  sale  instead  of  nt 
Q  “  public  side  M  above  provided  for,  ho  shall  have  tho  right 
"  to  do  so  subject  to  tho  condilions  imposed  herein  as  re- 
“  gards  public  sale ;  ’’  mid 

WHEIIEAS,  by  ngreemeiit  made  and  oiiterod  into  by  and 
between  tho  parties  hereto,  bearing  date  the  31st  day  of  De-  - 
comber,  1889,  tho  time  of  porformauco  of  the  hereinabove 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


rooitod  covenants  nncl  conditions  of  the  said  agreomont  of 
July  80th,  1889,  or  any  of  thorn,  was  extended  up  to  and  iu- 
eluding  the  1st  day  of  April,  1890  ;  and 

IViiEiiEAS,  it  is  now  the  desire  and  intention  of  the  parties 
hereto  to  further  extend  the  time  of  porformanoo  of  the  said 
eoveuants  and  conditions  up  to  and  ineluding  the  10th  day 
of  January,  1891 : 

Slow),  ^IlCVCfOVe,  in  oonsidorntion  of  the  promises  ^ 
and  the  sum  of  one  dollar  in  hand  paid  to  each  of  the  parties 
hereto  by  tho  other,  the  receipt  -whoroof  is  hereby  acknowl¬ 
edged,  it  is  mutually  agreed  by  and  between  tho  parties 
hereto  that  tho  time  of  porformanoo  of  tho  hereinabove  ro¬ 
oitod  oovonants  and  conditions  of  tho  aforesaid  agreement 
heretofore  entered  into  by  and  between  tho  parties  lioroto, 
dated  July  80th,  1889,  and  of  each  of  them,  bo  and  the  same 
hereby  is  extended  up  to  and  inoluding  tho  lOth  day  of 
January,  1891.  And  it  is  further  agreed  tliat  tho  time  within 
which  tho  said  Lippincott  must  reslixo  81,000,000.  from  the 
sale  of  tho  caiijtal  stock  of  the  said  The  North  American  (  ) 
Phonogmph  Company  in  order  to  entitle  him  to  the  full 
benefit  of  tho  provisions  recited  above  in  olaiiso  (cl),  as 
limited  by  said  clause  (il),\iQ  and  tho  same  hereby’  is  further 
enlarged  to  include  tho  entire  period  between  December  1st, 

1888,  and  January  10th,  1891. 

In  'Xitucss  Whereof,  tho  parties  hereto  have  hereunto  set 
their  hands  and  seals  at  the  City  of  Now  York,  on  tho  day 
and  year  first  above  named,  this  instrument  being  executed 
for  couvenieuco  iu  two  like  parts. 

IVitness  to  Sir.  Lipipineott.  Jesse  H.  Limxcorr.  [seal.]  / 

HaIIIIY  W.  SiMl’SON.  '  „ 


Witness  to  Mr.  Edison.  Thomas  A.  Edison,  [seal.] 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Z-  2-v/- 


AGREEMENT. 


c 


Jesse  H.  Lippikcott, 

The  North  American  Phonograph  Company 


C 


Thomas  A.  Edison. 


^^gt•ecmcnt,  maclo  this  First  d.ry  of  April,  1890,  bo- 
twoen  Jesse  H.  Liitincoti’,  The  North  Ajierioan  Phono- 
GRAHi  CoMi’ANY,  horeiiiaftor  called  the  Company,  and 
Thomas  A.  Edison. 

0  JlX  ©ousl  tlcvittiojt  of  Ono  dollar  jiaid  by  each  of  the 

parties  hereto  to  the  others,  the  receipt  whereof  is  hereby 
acknowledged,  and  for  other  valuable  considerations,  it  is 
agreed  ns  follows : 

First:  Eoforring  to  a  certain  promissory  note  for  808,576., 
dated  December  Blst,  1889,  and  payable  April  1st,  1890, 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


with  iiiterost  fi'oin  tlio  Slst  iliiy  of  October,  1880,  rondo  by 
tlio  said  Lippiiicott  and  oiidorsod  by  tlio  said  C'oinpimy,  imd 
dolivored  to  the  said  Edison,  who  now  iiolds  tho  saiiio,  whioli  ' 
said  promissory  note  was  a  renewal  note  of  a  oortaiu  other 
promissory  note  for  S(i8,576„  dated  October  31st,  1880,  with 
interest,  and  payable  Dooombor  31st,  1880,  niadu  by  and  be¬ 
tween  tho  same  parties,  it  is  agreed  that  the  said  first  men¬ 
tioned  note  shall  bo  further  extended  to  tho  10th  day  of  ( 
January,  1801,  and  to  tlmt  end  that  a  renewal  note,  tho  re¬ 
ceipt  whereof  by  tho  said  Edison  is  hereby  aoknowlodged, 
shall  bo  and  hereby  is  given  to  tho  said  Edison,  for  808,575., 
with  interest  thereon  from  tho  31st  day  of  October,  1880,. tho 
said  renewal  note  to  bo  payable  Januaiy,  10th,  1801,  fixed, 
at  No.  ICO  Broadway,  Now  York  City,  tho  said  note  to  bo 
made  by  tho  said  Lippiueottand  to  bo  endorsed  by  tho  said 
Company. 

Second  :  Tho  said  Lippiiicott  having  horotoforo  dolivored 
to  tho  said  Edison  11,850  shares  of  stock  in  the  Edison 
Phonograph  Company  as  security  for  tho  payment  of  the  first  -  ( 
of  tile  aforesaid  promissory  notes  for  8(18,575,  with  interest., 
tho  receipt  of  which  shares  of  stock  the  said  ISdison  hereby 
acknowledges,  it  is  agreed  that  tho  said  Edison  shall  hold 
and  retain  tho  said  stock  as  security  tor  tho  payment  of  tho 
said  last  montionod  note  for  858,575.,  dated  April  1st,  1890, 
with  full  voting  power  thereon,  and  that  in  tho  event  of  de¬ 
fault  in  tho  payment  of  tho  said  note,  tho  said  Edison  shall 
have  tho  right  to  realize  upon  tho  said  security  by  soiling 
tho  same  at  either  public  or  private  sale,  as  ho  may  think 
best,  and  after  deducting  from  tho  proceeds  tho  uinoiiut  of  tho 
said  note,  with  interest,  as  horoiu  provided  for,  shall  account  / 
to  tho  said  Lippiiicott  for  any  surplus,  if  any,  remaining  ^ 

In  M'iincss  Whereof,  the  said  Lippiiicott  and  tho  said 
Edison  have  horeunto  soverally  sot  tlioir  hands  and  seals, 
and  the  said  Company  has  caused  this  instrument  to  bo  ex¬ 
ecuted  in  its  corporate  name,  and  its  corporate  seal  to  bo 


hereto  allixod  by  its  proper  officers  thoromito  duly  author¬ 
ized;  tho  said  agreomoiit  being  for  convonionoo  oxooiitod  in 
tlirco  like  parts.  Done  at  the  City  of  Now  York  on  tho  day 
and  year  first  above  named. 

Witness  to  Mr.  Lippiiicott.  Jesse  H.  Lipi'incoit.  [seal.] 
0.  Walou'it. 

jp j  The  Noirrii  AMEmoAU  PiioNoanAPii  Company 

•  ~  by  Jesse  H.  Lippincoit, 

[seal.]  President. 

Atttest ; 

Geo.  H.  PmwiLsoN, 

Secretary. 

Witness  to  Mr.  Edison.  Tiios.  A.  Edison,  [seal.] 

S.  B.  Eaton. 


0. 


o 


[2247] 


AGREEMENT,  made  this  day  of 

April,  1890,  by  and  between  THOMAS  A.  EDISON,  of  Llewellyn 
Park,  State  of  New  Jersey,  of  the  first  part,  and  CHARLES 
BATCHELOR,  of  the  City,  County  and  State  of  New  York,  of  I 
the  second  part . 

WHEREAS,  the  said  first  party  is  the  owner 
and  holder  of  1,185  6-10  shares  of  the  capital  stock  of  the 
Edison  Phonograph  Works,  a' corporation  created  and  existing 
under  and  by  virtue  of  the  laws  of  the  State  of  New  Jersey; 
and 


W  H  E  R  E  A  S,-  under  and  pursuant  to  the  terns  and 
provisions  of  a  certain  agreement  made  and  entered  into  by 
and  between  the  said  first  party  and  the  aforesaid  Edison 
Phonograph  Works,  bearing  date  May  12th,  1888,  and  more 
particularly  of  the  Eourth  section  thereof,  the  said  first 
party  has  transferred  and  assigned  the  said  1,185  6-10 
shares  of  such  stock  to  The  Mercantile  Trust  Company,  of 
the  City  of  New  York,  upon  certain  trusts  and  conditions 
set  forth  in  two  certain  other  agreements  made  and  entered 
into  by  and  between  the  said  first  party  and  the  said  The 
Mercantile  Trust  Company,  and  bearing  date  respectively  the 
21st  day  of  January,  1890,  and  the  day  of  April, 

1890,  reference  to  which  said  agreements  is  hereby  made  for 
greater  particularity;  and 

WHEREAS,  the  said  first  party  proposes  to  re- 
tain  intact  his  title  to  the  said  1,185  "^-lo  share 


IS  of 


stock,  but  desires  and  intends  that  the  said  second  party 
hereto  shall  receive  the  dividends,  benefits  and  profits 
arising  from  118  56-100  shares  of  such  stock  held  by  him  as 
aforesaid,  although  he,  the  said  first  party,  does  not  in-  ' 
tend  hereby  to  transfer  or  set  over  the  said  stock  or  any  I 
part  thereof,  to  the  said  second  party,  or  in  any  Vfay  to 
divest  himself,  the  said  first  party,  of  the  title  to  said 
stock  or  any  part  thereof: 

NOW,  THEREFORE,  in  consideration  of  the 
sura  of  One  dollar  by  the  said  second  party  to  the  said 
first  party  in  hand  paid,  the  receipt  whereof  is  hereby  ac-i 
knowledged,  and  of  other  good  and  valuable  consideration, 
it  is  agreed  as  follows,  to  wit : 

FIRST.  The  said  first  party  hereby  covenants  ! 
and  agrees  that  he  will  promptly  assign,;  transfer,  convey 
and  pay  over  unto  the  said  second  party,  all  and  every  the  ; 
dividends,  benefits,  profits  and  rights  of  every  kind  and 
nature  whatsoever  hereafter  accruing  to  him,  the  said  first  i 
party,  upon  the  said  118  56-100  shares  of  the  said  stock  of  ; 
the  said  Edison  Phonograph  Works,  to  whatever  extent  this 
may  be  possible  without  divesting  himself,  the  said  first 
party,  of  the  title  to  the  said  shares,  it  being  distinctly 
understood  and  agreed  that  nothing  herein  contained  shall 
operate  or  be  deemed' to  operate  to  interfere  with  the  unin¬ 
terrupted  holding  by  the  said  first  party  of  the  said 
1186  6-10  shares  of  said  stock.  I 


SECOND.  It  is  hereby  further  understood  and 


agreed  that  this  agreement  shall  be  binding  and  accrue  to 
the  benefit  of  the  executors,  administrators  and  legal 
representatives  of  the  respective  parties  hereto,  and  shall 
continue  and  shall  remain  in  force  as  long  as  the  said 
first  party,  his  executors,  administrators ,  assigns  or 
legal  representatives,  continue  to  hold  uninterruptedly  the  ; 
said  1185  6-10  shares  of  stock  so  deposited  in  trust  as  I 
aforesaid,  unless  sooner  terminated  in  accordance  with  the  i 
provisions  hereof. 

third.  It  is  hereby  further  mutually  under¬ 
stood  and  agreed  that  in  the  event  of  the  death  of  the  said  ; 
second  party,  the  said  first  party  or  his  legal  represents-  | 
tivos,  shall  at  any  time  thereafter  have  the  option  and  | 
right  to  demand  that  an  appraisal  be  made  of  the  value  of 
the  then  interest  of  the  said  second  party,  in  the  said 
stock,  by  an  appraiser  to  be  agreed  upon  by  the  said  first  ; 
party  or  his  legal  representatives,  and  the  legal  repre-  | 
sentatives  of  the  said  second  party,  or  if  the  said  first 
party  or  his  legal  representatives  and  the  legal  represen- 
i  tatives  of  the  said  second  party  are  unable  to  agree  upon 
|l  such  appraiser,  by  a  board  of  three  appraisers,  one  to  be 
named  by  the  said  first  party,  or  his  legal  representa- 
||  tives,  one  to  be  named  by  the  legal  representatives  of  the 
|i  said  second  party,  and  the  third  to  be  named  by  the  two  so 
li  chosen,  the  determination  of  a  majority  of  said  appraisers 
I  to  be  final  and  binding;  and  the  said  first  party,  or  his  - 
f  3 


legal  representatives,  shall  have  the  further  option  of  ac¬ 
quiring  the  said  interest  of  the  second  party  and  of  there¬ 
by  cancelling  and  terminating  this  agreement  by  paying  over 
to  the  legal  representatives  of  the  said  second  party  the 
value  of  such  interest  so  determined  as  aforesaid,  and  the  | 
said  legal  representatives  of  the  said  second  party,  shall 
upon  the  receipt  of  the  amount  for  which  the  same  has  been 
appraised,  thereupon  convoy,  assign,  set  over  and  retrans¬ 
fer  to  the  said  first  party,  or  his  legal  representatives,  ■ 
by  conveyance,  good  and  sufficient  in  law,  all  rights  here¬ 
by  granted  to  the  said  second  party. 

FOURTH.  It  is  agreed  that  nothing  heroin  oon-i 
tained  shall  prevent  the  first  party,  or  his  legal  repre¬ 
sentatives,  as  the  case  may  be,  (a)  from  at  any  and  all 
times  voting  on  all  of  the  said  1,185  6-10  shares  of  stock 
herein  referred  to,  in  such  manner  as  he  or  they  may  deem 
best  and  (b)  from  selling  or  otherwise  disposing  of  all  of 
the  said  1,185  6-10  shares  of  stock  herein  referred  to,  at  : 
any  time  in  such  manner  as  he  or  they  may  consider  best  for 
his  or  their  own  interest  and  that  of  the  second  party  as 
;  herein  provided  for.  It  is,  however,  further  agreed  that  i 
I;  if  at  any  time"  hereafter  the  first  party  or  his  legal  rep-  j 
resentatives  shall  sell,  transfer,  assign  or  in  any  way  dis- 
pose  of  the  said  1,185  6-10  shares  of  stock  of  the  Edison 
Phonograph  Works,  or  any  part  thereof,  or  his  rights  there- 
|:  in,  he  or  they  will  immediately  thereafter  either  assign, 

;  transfer  and  pay  over  to  the  said  second  party  or  his  legal 

i;  •  .  4  I 


representatives,  all  and  every  the  benefits,  profits  and 
advantages  accruing  to  him,  the  said  first  party,  or  his 
legal  representatives,  from  the  sale,  transfer  or  disposi¬ 
tion  of  the  said  118  56-100  shares  of  said  stock  in  which 
the  said  second  party  is  interested,  as  herein  set  forth, 
or  will  transfer  and  set  over,  or  cause  to  be  transferred 
and  set  over  unto  the  said  second  party,  or  his  legal  rap-  j 
resentatives,  118  56-100  shares  of  the  said  stock,  subject  ; 
to  the  limitations  and  conditions  imposed  by  the  said 
trusts  created  by  the  aforesaid  agreements  made  and  entered 
into  between  the  said  first  party  with  the  said  The  Mercan¬ 
tile  Trust  Company,  at  the  option  of  the  first  party  or  his' 
legal  representatives;  and  it  is  fvarther  understood  and  | 
agreed  that  if  at  any  time  hereafter  the  said  1185  6-10 
shares  of  the  stock  of  the  Edison  Phonograph  Works  now  de-  ! 
posited  with  The  Mercantile  Trust  Company,  in  trust  as 
aforesaid,  should  be  released  from  the  trusts  created  by 
the  aforesaid  agreements  of  January  ,21st,  1890,  and  April 

,  1890,  subject  to  Tmioh  they  are  now  held,  the  said  | 
first  party  will  thereupon  and  at  once  assign  and  transfer 
unto  the  said  second  party  118  56-100  shares  of  such  stock, 
and  that  in  the  event  of  the  liquidation  of  the  said  Edison^ 
Phonograph  Works  for  any  cause,  during  the  continuance  of 
;  this  agreement,  and  while  the  said  stock  is  so  held  in 
:  trust,  the  said  first  party  or  his  legal  representatives,  ; 

I  will  immediately  assign,  transfer  and  pay  over  unto  the 
||  said  second  party,  that  portion  of  the  assets  of  the  said  j 
|:  Edison  Phonograph  Works  or  the  avails  thereof,  received  by  | 

1;  5  , 


the  said  first  party,  or  his  legal  representatives,  and 
fairly  and  properly  apportionable  to  the  said  118  56-100 
shares  of  the  said  stock  in  which  the  said  second  party,  or 
his  legal  representatives,  may  be  entitled  an  interest 
hereunder. 

IN  WITNESS  WHEREOE,  the  parties 
hereto  have  hereunto  subscribed  their  names  and  affixed 
their  seals,  at  the  City  of  Nevf  York,  on  the  day  and  year 
first  above  written,  this  agreement  being  for  convenience 


AGREEMENT  made  this.  day  of  April, 

1890,  by  and  between  THOMAS  A.  EDISON,  of  Llewellyn  Park, 
State  of  New  Jersey,  of  the  first  part,  and  ALFRED  0.  TATE, 
of  the  City,  County  and  State  of  New  York.jof  the  second  | 
part .  I 

V.f  H  E  R  E  A  S,  the  said  first  party  is  the  owner 
and  holder  of  12,800  shares  of  the  capital  stock  of  tho 
Edison  Phonocraph  Toy  Mamfacturinf:  Company,  a  corporation  > 
created  and  exlstinr:  under  and  by  virtue  of  the  Laws  of  thei 
State  of  Maine,  the  said  shares  constituting  one-eighth  of  I 
tho  entire  capital  stock  of  the  said  ComparTy;  and 

WHEREAS,  under  the  terms  and  provisions  of  a  ! 
certain  agreement  made  and  entered  into  by  and  between  tho  ; 
said  first  party  and  the  aforesaid  Edison  Phonograph  Toy 
Manufacturing  Company,  bearing  date  August  6th,  1889,  and 
more  particularly  of  tho  eleventh  section  thereof,  the  saidi 
first  party,  or,  in  case  of  his  death,  his  executors,  as-  i 
signs  or  legal  representatives,  are  entitled  to  one-eighth  i 
of  all  future  increases  of  tho  capital  stock  of  the  said  j 
Edison  Phonograph  Toy  Manufacturing  Company,  over  and  above  j 
11  its  present  capital  of  one  million  dollars,  in  fully  paid  | 

;  and  non-assessable  shares,  whenever  and  as  often  as  s'aid 
J  capital  stock  may  hereafter  bo  increased,  provided  tho  said 
i:  first  party,  or  his  said  executors,  assigns  or  legal  repre¬ 
sentatives,  shall  have  uninterruptedly  held  at  least  one- 
;  eighth  of  t||p  entire  capital  stock  of  s^d  Edison  Phono- 


graph  Toy  Manufacturing  Company,  as  it  stood  prior  to  such  ' 
several  increases,  the  said  provision  being  fully  set  ibrth' 
in  said  agreement  of  August  6th,  1889,  reference  to  which 
is  hereby  made  for  greater  particularity;  and 

whereas,  the  said  first  party  proposes  to  I 
preserve  Intact  his  said  right  to  one-eighth  of  all  future 
increases  of  the  capital  stock  of  the  said  Edison  Phono¬ 
graph  Toy  Manufacturing  Company,  but  desires  and  Intends 
that  the  said  second  party  hereto  shall  receive  the  divi-  : 
dends  and  profits  arising  from  625  of  the  said  shares  of 
stock  held  by  him  as  aforesaid,  although  he,  the  said  first i 
party,  is  unable  to  transfer  or  set  over  said  stock,  or  any: 
part  thereof,  to  the  said  second  party  or  in  any  way  to  di-’ 
vest  himself,  the  said  first  party,  of  tho  title  to  said 
stock,  or  any  part  thereof,  by  reason  of  tho  aforesaid  con-: 
ditions  and  limitations  in  said  agreenont  of  August  6th. 

1B89,  contained,  which  conditions  and  limitations  tho  said  : 
first  party  is  particularly  desirous  of  recognizing  and 
conforming  to :  ■ 

NOW  THEREFORE,  in  consideration  of  the 
sum  of  One  dollar  by  the  said  second  party  to  the  said  | 
first  party  in  hand  paid,  the  receipt  whereof  is  hereby  ac- j 
knowledged,  and  of  other  good  and  valuable  consideration, 
it  is  agreed  as  follows,  to  wit: 

first.  The  said  first  party  hereby  covenants 
and  agrees  that  he  will  promptly  assign,  transfer,  and  pay 


I 


over  ur.to  the  said  second  party,  all  and  every  the  divi¬ 
dends  ,  benefits,  profits  and  riehts  of  every  kind  and  na¬ 
ture  whatsoever,  hereafter  accruinp:  to  him,  the  said  first 
party,  upon  the  said  Six  hundred  and  tvrenty-five  (6S5) 
shares  of  the  said  stock  of  the  said  Edison  Phonograph  Toy 
Manufacturing  Company,  and  all  and  every  the  dividends, 
benefits,  profits  and  rights  of  every  kind  and  nature  what¬ 
soever,  hereafter  accruing  to  him,  the  said  first  party, 
upon  such  portion  of  any  and  all  future  increase  or  in¬ 
creases  of  the  capital  stock  of  the  said  Edison  Phonograph  ^ 
Toy  Manufacturing  Company,  as  may  be  fairly  and  properly 
apport ionable  to  said  6S5  shares  of  said  stock,  to  whatever 
extent  this  may  bo  possible  without  divesting  himself  of 
the  title  to  said  shares  themselves,  within  the  meaning  of 
the  said  eleventh  section  of  said  agreement  of  August  6th, 
1889,  in  so  far  as  the  said  section  reqitircs  the  said  first  : 
party,  his  executors,  assigns  or  legal  representatives,  to 
hold  uninterruptedly  one-eighth  of  the  entire  capital  stock 
of  the  said  Edison  Phonograph  Toy  Manufacturing  Company 
(including  increases)  in  order  to  entitle  him  or  then  to 
the  percentages  of  such  increases  provided  for  in  the  said  : 
elevaith  section,  it  being  distinctly  understood  and  agreed! 
that  nothing  herein  contained  shall  operate  or  be  deemed  to  I 
operate  to  interfere  with  the  said  uninterrupted  holding  by} 
the  first  party,  his  executors,  assigns  or  legal  represen-  | 
tatives,  of  one-eighth  of  the  original  capital  of  the  said 
Company  and  of  all  future  increases  thereof. 

8 


SECOND. 


It  is  hereby  fiirther  understood  and 


agreed  that  this  agreement  shall  be  binding  upon  and  aooruo 
to  the  benefit  of  tho  executors,  administrators  and  legal 
representatives  of  the  respective  parties  hereto,  and  shall 
Iremain  in  force  so  long  as  the  said  first  party,  his  execu¬ 
tors,  assigns  or  legal  representatives,  continue  to  hold 
uninterruptedly  one-eighth  of  the  capital  stock  of  the  said 
Edison  Phonograph  Toy  Manufacturing  Company,  unless  sooner 
terminated  in  accordance  with  tho  provisions  hereof,  pro¬ 
vided,  however,  that  should  the  said  second  party  at  any 
time  leave  the  servioo  of  tho  said  first  party,  or  cease  to 
bo  associated  with  the  said  first  party  in  tho  business  en¬ 
terprises  in  which  tho  said  first  party  nov/  is  or  may  here¬ 
after  bo  interested,  by  reason  of  the  death  of  the  said 
second  party  or  otherwise,  the  right  of  the  said  second 
party  to  participate  in  tho  benefits  and  advantages  accru¬ 
ing  from  any  further  inorease  or  increases  of  the  capital 
stock  of  tho  said  tho  Edison  Phonograph  Toy  Manufacturing 
Company,  made  subsequent  to  that  time,  shall  thereupon  and 
at  once  cease. 

THIRD.  It  is  hereby  further  mutually  under- 
■stood  arid  agreed  that,  in  the  event  of  the  death  of  the 
isaid  becond  party,  the  said  first  party,  or  his  legal  rep- 
jresentatives,  shall  immediately  after  such  death  or  at  any 
%imo  thereafter  have  the  option  and  right  to  demand  that  an 
iappraisal  be  made  of  the  value  of  the  then  interest  of  tho 
Isaid  second  party,  in  the  said  stock,  by  an  appraiser  to  bo 


agreed  upon  by  t}ie  said  first  party,  or  his  legal  represen¬ 
tatives,  and  the  legal  representatives  of  the  said  second 
party,  or  if  the  said  first  party,  or  hia  legal  representa¬ 
tives,  and  the  legal  representatives  of  the  said  second 
party  are  unable  to  agree  upon  such  appraiser,  by  a  board  ! 
of  throe  appraisers,  one  to  be  named  by  the  said  first  par¬ 
ty,  or  his  legal  representatives,  one  to  be  named  by  the 
legal  reproeentativos  of  the  said  second  party,  and  the 
third  to  bo  named  by  the  two  so  chosen,  the  determination 
of  a  majority  of  said  appraisers  to  be  final  and  binding, 
and  the  said  first  party,  or  his  legal  representatives, 
shall  have  the  option  of  acquiring  the  said  interest  of  the' 
second  party,  and  of  thereby  oanoelllng  and  terminating 
this  agreement,  by  paying  over  to  the  legal  representatives 
of  the  said  second'  party  the  value  of  such  interest  so  de-  ' 
tormined  as  aforesaid,  and  the  said  legal  representatives 
of  the  said  second  party  shall,  upon  the  receipt  of  the 
amount  for  which  the  same  has  been  appraised,  thereupon  re¬ 
convey  and  retransfer  to  the  said  first  party,  or  his  legal 
representatives,  by  conveyances  good  and  sufficient  in  law, 
all  rights  hereby  granted  to  the  said  second  party. 

FOURTH.  It  is  agreed  that  nothing  herein  con¬ 
tained  shall  prevent  the  first  party,  or  his  legal  repre¬ 
sentatives,  as  the  ease  may  be,  {a)_from  at  any  and  all 
times  voting  on  all  of  the  said  12,500  shares  of  stock 
herein  referred  to,  in  such  manner  as  he  or  they  may  deem  > 
best  or  (b)  from  selling  or  otherwise  disposing  of  all  of  i 


the  said  12,500  shares  of  stock  heroin  referred  to,  or  any 
part  thereof,  at  any  time,  in  snch  manner  as  he  or  they  may 
consider  best  for  his  or  their  own  interest  and  that  of  the 
second  party  herein  provided  for.  it  is,  however,  further 
aereed  that  if  at  any  time  hereafter  the  first  party  or  his 
local  representatives  should  sell,  transfer,  assign  or  in 
any  way  dispose  of  the  said  12,500  shares  of  stock  of  the- 
Edison  Phonograph  Toy  Manufacturing  Oompany,  or  any  part 
thereof,  he  or  they  will  immediately  thereafter  either  as¬ 
sign,  transfer  and  pay  over  to  the  said  second  party,  or 
his  legal  representatives,  one-twentieth  of  all  and  every 
the  benefits,  profits,  and  advantages  accruing  to  him,  the 
said  first  party,  or  his  legal  representatives,  from  the 
sale,  transfer  or  disposition  of  the  said  12,500  shares  of 
said  stock  in  which  the  second  party  is  interested  as  hero¬ 
in  sot  forth,  or  will  transfer  and  sot  over,  or  cause  tp  be 
transferred  and  set  over  unto  the  said  second  party,  or  his 
legal  representatives,  such  a  number  of  tlie  shares  of  the 
^  said  stock  (but  not  exceeding  625  shares  thereof)  as  shall 
be  equal  to  one-twentieth  of  the  total  number  of  shares 
i;  sold  as  aforesaid,  it  being  at  the  option  of  the  first 
|!  party  or  his  legal  representatives,  either  to  pay  for  one-  ^ 

||  twentieth  of  the  proceeds  of  sales  as  aforesaid  or  to  de- 
liver  one-twentieth  of  shares  of  stock  as  aforesaid. 

|i  It  is  further  agreed  that  in  the  event  of  the  liqui-  ■ 

|i  dation  of  the  said  Edison  Phonograph  Toy  Manufacturing  Com-  ! 
||pany  for  any  cause,  during  the  continuance  of  this  agree-  i 
ij  0  i 


I 


ment,  tho  anid  first  party  or  his  la^al  rapreeentativos 
will  immediately  assign,  transfer  and  pay  over  unto  the 
said  second  party,  that  portion  of  the  assets  of  tho  said 
Kdison  Phonopraph  Toy  Manufacturing  Company,  or  the  avails  i 
thereof  reoeivod  by  said  first  party  or  his  legal  represen¬ 
tatives  and  fairly  and  properly  apportionable  to  tho  said 
623  shares  of  said  stock  and  all  increases  thereof  in  \«iioh 
tho  said  second  party  or  his  legal  roprosontatives  may  bs 
entitled  to  an  interest  hereunder. 

I  M  WITNESS  WHEREOF,  the  parties 
hereto  have  hereunto  subscribed  their  names  and  affixed 
their  seals,  at  tho  City  of  New  York,  on  the  day  and  year 
first  above  written,  this  agreement  being  for  convonionco 
simultaneously  executed  in  two  like  parts. 


Witness  to  Mr.  Tatej 


EATON  a  LEWIS 
S.  6.  EATON 


Thomas  A.  Edison,  Esq., 
Oi’ange ,  N.  J., 


Dear  Sir:- 


Re  Lalande  Agreement.  .1  send  yon  herevfith  the 
three  copies  of  the  new  agreement  to  be  made  by  you  \Tith  Messrs, 
de  Lalande  and  Chaperon.  The  third  copy  hasnot  yet  been  executed 
by  you,  but  I  have  already  signed  it  as  v/itness.  V/ill  you  kind¬ 
ly  execute  the  same  and  send  all  three  copies  to  France  to  be  ex¬ 
ecuted  by  Messrs,  de  Lalande  and  Chaperon.  They  should  then  re- 
iburn  you.  one;.;  eopy . 


Very  ticily  yoi 


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140 


[ENCLOSURE] 


\  I 

IiICENSE  AGEBEHENT  made  this  S'^  day  of  April, 

;  1890,  by  end  between  FELIX  de  LALANUE,  of  Paris,  Pranoo, 

;  and  GEORGES  OHAPEROM,  of  Libcurno,  Prance,  of  the  first 
j  part,  and  THOMAS  A.  EDISON,  of  Llewellyn  Park,  State  of  New  I 
Jersey,  United  States  of  Ainorion,  of  the  second  part.  ^ 

V/  II  E  R  E  A  S,  the  said  first  parties  are  the  in-  | 
ventors  of  an  "improvornont  in  fialvonio  batteries”,  for 
■  which  Letters  Patent  of  the  United  States  wore  grunted  to  ! 
them,  dated  March  20,  and  mimborod  27-4,110,  which  ! 

said  Letters  Patent  are  now  owned  by  the  said  first  par- 
:  ties;  and 

VI  H  E  R  E  A  S,  by  a  certain  other  anroornont  made  j 
and  entered  into  by  and  between  the  parties  hereto,  dated 
:  the  24-th  day  of  Auf^iot,  1H8P,  the  said  first  parties  did 
grunt  unto  tho  said  second  party  on  exclueive  license  and 
rlcht  to  manufacture,  use.  and  sell  galvanic  butteries  con-  ' 
taining  and  embodying  the  invention  covered  by  said  Letters 
Patent,  for  all  purposes  except  for  use  as  a  secondary  bat¬ 
tery  or  in  connection  with  electric  lighting,  and  did  also 
grant  unto  the  said  second  party  the  further  right  to  ox- 
j  poyt  to  Prance  and  soil  and  lease  in  Pranoo,  primary  bat- 
I  tokos  containing  and  embodying  the  said  invention,  bvit 
I  solely  In  oonneoticn  with  phonographs,  reference  to  which 
j;  said  agreement  is  hereby  made  for  greater  particularity; 

I'  and 

W  H  BAS,  the  said  eooond^arty  is  now  dosir- 


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\  1 

ouG  Of  acquirine  oortaln  further  richta  in  connection  with  ^ 
the  said  r?ilvanic  batterieo,  to  wit;  tho  right  to  manuftio-' 
ture  and  eoll  the  same  in  tho  United  States  of  Amorioa,  for 
electric  lighsinf;  purposes,  in  olootrto  lighting  plants  of 
a  capacity  not  exceeding  twonty-fivo  lamps,  and  to  sell, 
but  not  to  manufacture,  tho  same  in  the  Domini on  of  Canada 
and  the  Ropublic  of  Mexico,  and  in  all  countries  upon  tho 
Europoan  continent  where  tho  said  flrat  parties  have  not  i 
already  disposed  of  their  rights  therein;  i 

NOW,  T  H  E  R  E  P  0  R  E,  in  consideration  of  tho  ! 
mutual  promises  heroin  made,  it  is  agreed  by  and  between 
tho  said  parties  hereto  as  follows,  to  vdt: 

FIRST.  In  oonsidcration  of  tl:o  promises  and  of| 
the  agreements  of  the  said  second  party  herein  contained, 
the  said  first  parties  hereby  grant  to  the  said  second 
party,  in  addition  to  the  rights  granted  said  second  party  i 
by  the  aforesaid  agreement  of  Augr.st  24th,  188P,  a  license 
and  right  to  manufacture,  sell  and  use  in  the  United  States' 
of  Amorioa,  galvanic  batteries  containing  and  embodying  tho^ 
invention  covered  by  the  said  letters  Patent  No.  274,110,  | 

as  aforesaid,  for  eloctrlo  lighting  purposes,  in  electric 
lighting  plants  of  a  capacity  not  exceeding  twonty-fivo 
lamps,  and  tho  further  license  and  right  to  sell,  but  not 
to  manufacture,  tho  said  galvanic  batteries  in  the  Dominion 
of  Canada  and  the  Republic  of  Mexico  and  in  all  countries 
upon  the  European  continent  oxcopt-^^  ^ 


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tho  sBid  first  parties  having  already  disposed  of  their 
,  rights  in  connootion  with  said  galvanic  batteries  in  all  of; 
said  last  onumoratod  countrioot  it  being  expressly  under¬ 
stood  and  agreed,  however,  that  this  license  is  not  exolu-  I 
sivo,  and  that  the  said  first  parties  hereby  reserve  unto 
themselves  tho  right  to  grant  such  IVirther  license  as  they 
may  desire  under  tho  said  letters  Potent  for  tho  use  of  tho| 
said  galvanic  batteries  for  electric  lighting  pvtrposes.  \ 


S  E  0  0  K  T).  In  consideration  of  the  foregoing  thoi 
ii  said  second  party  hereby  agrees  to  pay  to  the  said  first 
parties,  jointly,  as  a  royalty,  on  amount  equal  to  twenty-  ! 
five  centimes  in  Prench  currency,  per  litre  capacity  for 
each  and  every  galvanic  battery  containing  and  embodying 
tho  invention  ooverod  by  said  Letters  Patent  Wo.  274,110, 

I  manufactured  or  sold  by  th.o  said  sec  end  party  under  tho 
j;  license  heroin  provided  for,  tho  litre  capacity  upon  which 
the  aforesaid  royalty  is  based  to  be  meaoured  with  tho  ; 
I  olootrodos  removed  from  the  battery  jar. 

THIRD:  The  said  second  party  ihrther  agrees 

;  that  ho  will  keep  or  require  to  bo  kept,  full  and  accurate 
:  books  of  account,  showing  the  number  of  galvanic  batteries 
;  manufactured  and  sold  hereunder,  containing  and  embodying 
i  the  Invention  covered  by  the  said  Letters  Patent,  which 
I  books  of  account  shall  at  all  reas enable  times  be  open  to 
8 


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\  I 

tho  Inspection  of  the  parties  of  the  first  part  or  of  theiri 
authorized  anent. 

fourth.  The  said  party  of  tho  socond  part 
further  aBrees  to  render  written  statements  to  the  oald 
parties  of  the  first  part  semi-annually,  on  tho  04th  days  ' 
of  February  and  Aunust,  in  each  and  every  year  durin/j  tho  | 
continuance  of  this  aBroomont,  and  to  pay  to  the  said  flrstj 
parties,  jointly,  at  Paris,  Prance,  the  amounts  duo  under 
this  license  as  royalties  for  the  periods  covered  by  each 
of  such  statements,  within  thirty  days  after  tho  ronderine  I 
:  Of  such  statement.  And  it  Is  further  aprood  by  tho  par-  I 
ties  hereto  that  all  payments  of  royalties  hereunder  shall  ; 
be  made  to  the  said  Felix  do  lalande,  whose  Individual  ro-  ^ 
oolpt  shall  bo  binding  upon  both  of  the  said  parties  of  thei 
first  part . 

FIFTH.  The  said  second  party  further  agrees  to; 

,  number  consecutively  with  indelible  characters  the  galvanic: 

:  batteries  manufactured  and  sold  by  him  hereunder  and  to  i 
:  furnish  tho  oald  parties  of  the  first  part,  free  of  charge,; 

four  samples  of  each  of  tho  sizes  of  such  galvanic  batter- 
I  los  so  manufactured  and  sold  by  him. 

:|  SIXTH.  It  is  hereby  mutually  understood  and 

I  agreed  by  and  between  the  parties  hereto  that  no  royalties 
Ij  shall  be  duo  or  payable  for  the  replenlohlng  of  galvanic 
I  batteries  upon  which  a  royalty  has  once  been  paid,  provided 
j  tho  jars  of  such  replenished  batteries  shall  have  boon 


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stompDd  with  infloliblo  chcraotcro  as  herolnbolbre  provided 
for  in  the  Fifth  aootion  horoef. 

SEVENTH.  The  said  first  parties  hereby 
authorize  and  ompowor  the  said  second  party  to  protect  said 
Letters  Patent  from  Infringonont  in  the  United  States  and 
to  take  such  action  by  legal  prooeodlnge  or  otherwise  as  ho 
may  doom  necessary  ibr  that  purpose,  it  boing  understood 
and  agreed  that  the  said  second  party  is  to  have  solo 
ohargo  in  his  discretion  of  the  conmonoeraont,  prosecution 
and  defence  of  all  litigation  in  connection  with  said  pat¬ 
ent  in  the  United  States,  and  that  the  said  sec  end  party 
will  assume  all  expenses  connected  with  such  litigation  arid 
in  ooncequence  thereof  will  bo  entitled  to  all  damages 
which  may  be  awarded  or  recovered  by  him  through  the  medium 
of  the  Courts  or  otherwise.  The  said  first  parties,  how¬ 
ever,  hereby  expressly  agree  to  sign  and  verify  all  plead¬ 
ings  and  other  necessary  papers,  to  execute  and  deliver 
proper  powore  of  attorney  for  tho  oommenooment,  prosecution 
and  defence  of  all  procoedlngs,  suits,  and  actions,  and  to 
give  all  tOBtiwony  that  may  bo  required  of  them  upon  the 
request  of  the  said  second  party. 

E  I  a  H  T  H.  In  the  event  of  tho  said  Lettors  Pat-| 
ont  No.  274,110,  under  which  this  license  is  granted,  being! 
declared  invalid  by  the  highest  courts  of  oempotont  Juris-  j 
diotlon  in  tho  United  gtatos,  tho  said  first  parties  hereby 
further  agree  that  then  and  from  that  time  forward  tho  aoo- 
5 


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ond  party  shall  be  released  from  the  payments  of  royalties 
for  galvanio  fcauterlcs  thereafter  manuflaoturod,  sold  or 
used  by  him,  in  pursiamco  cf  the  terms  of  this  agreement. 

MINT  H.  It  is  hereby  further  mutually  under¬ 
stood  and  agreed  that  this  license  is  granted  to  the  said 
party  of  tho  aocond  part  personally,  and  io  unassignable 
and  indivisible,  except  that  it  is  contemplated  by  tho  par¬ 
ties  hereto  that  tho  benefits  and  advantages  thereof  may  bo 
availed  of  by  firms  and  oorporaticns  in  which  the  said 
party  of  the  second  part  is  interested  or  with  which  ho  is 
oennootod,  in  which  event  the  obligations  hereof  shall  be 
binding  upon  such  firms  and  corporations  and  each  of  them. 

'f  I?  n  T  H.  It  is  hereby  mutually  further  agreed 
that  the  sec  end  party  hereto  may  teminate  this  lloonso  at 
any  time  upon  three  months  written  notice  either  served  on 
the  first  party  personally  or  mailed  to  him  by  registered 
letter;  and  it  is  further  agreed  that  tho  first  party  may 
terminate  this  lloonse  upon  like  notioo  served  in  like  man¬ 
ner  upon  tho  d®  Tin  'r  r  ..  / 

IN  WITNESS  W  H  E  R  E  0  P,  tho  parties 

hereto  have  soverally  subscribed  their  names  and  affixed 
thoir  seals  to  this  instrument  upon  tho  day  and  year  first 
above  written,  at  tho  City  of  Paris,  Pranoe,  this  agreement 
being  for  qonvenionoo  simultaneously  executed  in  throe 

6 


I 

I  : 


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Coiisiilale  General  of  llie  United  Slates  of  America  for  France,  Paris 


A  0  R  E  E  M  E  M  T,  mado  this  16th  day  of  April, 

1890,  by  and  between  THOMAS  ALVA  EDISON,  of  the  first  part, 
SAMUEL  INSULL,  of  the  second  part,  GEORGE  EDWARD  QOURAUD, 
of  tho  third  part,  JOHN  De  RUYTER,  o f  the  ftourth  part,  and 
CENTRAL  TRUST  COMPANY  OP  NEW  YORK,  of  the  fifth  part. 

W  H  E  R  E  A  S,  the  said  Edison  and  Gouraud  wereto- 
Rether  tho  owners  of  one-half  of  the  stock  of  a  certain 
corporation  known  as  tho  Edison  United  Phonograph  Company, 
tho  total  capital'  stock  of  which  consists  of  10,000  eteres, 
of  which  the  said  Edison  and  Gouraud  were  originally  tho 
owners  of  5,000  shares,  in  tho  proportion  of  2,600  shares 
to  the  said  Edison,  and  a  like  amount  to  the  said  Gouraud;  ! 
and 

WHEREAS,  the  said  Edison  and  Gouraud  are 
still  tho  owners  of  4,996  shares  of  tho  said  capital  stock,  I 
in  equal  proportions,  that  is  to  say  2,498  shares  each;  and  | 

W  H  E  R  E  A  S,  certain  other  parties  are  together  I 
owners  of  the  balance  of  the  said  capital  stock,  that  is  to  I 
say,  5,000  shares  thereof;  and 

WHEREAS,  it  is  the  desire  of  thO  said  Edison 
and  Gouraud,  in  which  desire  tho  other  parties  hereto  con¬ 
cur,  that  the  said  5,000  shares  of  stock  originally  belong¬ 
ing  to  them,  as  aforesaid,  shall  bo  voted  upon  at  all 
stockholders'  meetings  of  the  said  Company,  in  the  manner 
herein  provSded  for;  and  ^ 


I  \ 

WHEREAS,  in  order  to  aoeoraplish  the  aforesaid 
result,  the  said  Edison  and  Cfouraud  have  heretofore  execut¬ 
ed  on  the  same  day  as  this  aereement,  that  is  to  say,  the 
16th  day  of  April,  1890,  a  certain  agroemont  providing  for 
the  voting  power  as  to  all  of  the  aforesaid  S,000  shares  of 
stock,  save  and  except  four  shares  thereof,  that  is  to  say 
4,990  shares,  the  said  agi-eement  being  made  by  and  between 
the  said  Edison,  and  the  said  Oouraud,  and  the  said  Central 
Trust  Oompany  of  Now  York,  reference  to  which  is  now  made 
for  greater  particularity;  and 

W  H  E  R  E  A  S,  the  said  Edison  and  Souraud  are  un¬ 
able  to  include  the  four  remaining . shares  of  stock  in  the 
said  agreement,  for  the  reason  that  it  is  necessary  that 
the  said  foixr  shares  of  stock  should  be  held  by  the  first 
four  parties  hereto  respectively,  in  order  to  qualify  them 
severally  to  hold  the  positions  of  Directors  of  the  said 
corporation,  as  required  by  law;  and 

WHEREAS,  it  is  intended  by  this  agreement  to 
provide  that  the  aforesaid  four  shares  of  stock,  hold  by  | 
the  first  four  parties  hereto,  shall  be  voted  upon  in  the 
same  manner,  and  with  the  same  effect  as  the  aforesaid  ^ 

4,996  shares,  to  the  end  that  the  aforesaid  total  nmber  of: 
shares  of  stock  in  the  said  corporation,  that  is  to  say 
5,000  shares  thereof,  may  be  voted  upon  as  a  unit,  as  pro—  ' 
vided  for  in  this  instrument : 

NOW,  THEREFORE,  in  consideration  of  the 

2  > 


premises,  and  of  the  sum  of  One  Dollar  in  hand  paid  by  eaoh ; 
of  the  parties  hereto  to  eaoh  of  the  others,  the  receipt 
v/hereof  is  hereby  aoknowled/^od,  it  is  agreed  as  follov^s : 

first:  The  first  four  parties  hereto  severally j 

agree  that  simultaneously  with  the  execution  of  tliis  in¬ 
strument  they  will  execute  and  file  with  the  Secretary  of 
the  said  Edison  United  Phonograih  Company,  four  separate 
proxies  made  out  in  favor  of  the  fifth  party  hereto,  em¬ 
powering  it  to  vote  at  all  stockholders'  meetings  of  the 
said  corporation,  on  their  aforesaid  four  respective  shares  ■ 
of  stock,  the  form  of  said  proxies  being  hereto’ annexed 
marked  Exhibit  A;  and  said  first  four  parties  hereto  sey-  | 
orally  agree  eaoh  with  the  other  not  to  revoke  the  said 
proxies  so  long  as  this  agreement  shall  be  in  force. 

S  E  C  0  H  D:  The  said  fifth  party  hereto  hereby 

agrees  that  it  will  upon  the  written  request  of  any  or  all 
of  the  first  fovir  parties  hereto,  exorcise  the  aforesaid  I 
voting  power  touching  the  said  four  shares  of  stock,  in 
such  manner,  and  for  the  same  ticket  dr  other  purpose,  as 
the  aforesaid  4,996  shares  of  stock  may  be  voted  upon  by 
the  party  entitled  to  vote  thereon  as  provided  for  in  the  i 

I 

aforesaid  agreement  of  oven  date  herewith,  to  the  end  that  I 
the  voting  power, of  the  said  S,000  shares  of  stock  may  bo  | 
exorcised  simultaneously  and  in  all  respects  with  the  same  i 
force  and  effect,  as  a  iinit.  ! 


THIRD: 


It  being  provided  In  the  aforesaid  in- 


strumont  of  even  date  herewith,  already  mentioned  above, 
that  in  the  event  of  the  death  of  oitlier  the  said  Edison  or 


the  said  Gouraud,  the  acreonients  therein  contained  shall 
terminate,  it  is  agreed  that  simultaneously  therewith,  that 
is  to  say  upon  the  death  of  either  the  said  Edison  or  the  ! 
said  Gouraud,  this  agreement  shall  also  terminate,  and  that! 
thereupon  the  said  Insull  shall,  upon  the  demand  of  the 
said  Edison,  his  executors,  administrators  and  legal  repro- 
Bontativos,  sell,  transfer  and  assign  to  him  or  them,  his 
share  of  stock  in  the  said  corporation  for  the  sum  of  One 
Dollar,  and  the  said  De  Ruyter  shall,  upon  the  demand  of 
the  said  Gouraud,  hie  executors,  administrators,  or  legal  | 
representatives,  sell,  transfer  and  assign  his  said  one 
share,  of  stock,  to  him  or  them,  for  One  Dollar.  ■  I 

FOURTH:  The  said  Insull  hereby  agrees  to  and  ; 

with  the  said  Edison  that  if  at  any  time  said  Edison  shall  i 
request  him  to  do  so,  he  will  sell,  transfer  and  assign  his; 
said  one  share  of  stock  to  the  said  Edison  or  liis  nominee 
for  One  Dollar,  and  written  notice  thereof  shall  immediate-: 
ly  be  given  by  the  said  Edison  to  the  said  Gouraud.  It 
is  further  agreed  that  the  said  share  of  stock  thus  sold,  | 
transferred  and  assigned  shall  be  held  subject  to  the  pro-i 
visions  of  this  agreement,  and_said  Edison  or  his  nominee 
shall  forthwith  ’execute  and  file  with  the  Secretary  of  the 
said  Edison  United  Phonograph  Company  a  proxy  for  the  sajld 
share  of  stock  in  favor  of  the  fifth  party  hereto  in  like 
manner  as  provided  by  paragraph  First,  which  proxy  shall 
4 


not  be  revoked  so  long 
force. 


this  agreement  shall  remain  in 


FIFTH:  Said  De  Ruyter  hereby  agrees  to  and 

with  the  said  Qouraud  that  if  at  any  time  said  Qouraud  | 
shall  request  him  to  do  so,  he  Trill  sell,  transfer  and  as-  : 
sign  his  said  one  share  of  stock  to  the  said  Qouraud  or  hia> 
nominee  fbr  One  Dollar,  and  irritten  notice  thereof  shall 
immediately  be  given  by  the  said  Qouravid  to  the  said  Edi¬ 
son.  Tt  is  further  agreed  that  the  said  share  of  stock 
thus  sold,  transferred  and  assigned  shall  be  held  subject 
to  the  provisions  of  the  agreement,  and  said  Qouraud  or  his' 
nominee  shall  forthwith  execute  and  file  rrith  the  Secretary! 
of  the  said  Edison  United  Phonograph  Oompany  a  proxy  for 
the  said  share  of  stock  in  favor  of  the  fifth  party  hereto  i 
in  like  manner  as  provided  by  paragraph  First,  which  .proxy 
shall  not  bo  revoked  sc  long  as  this  agreement  shall  remain; 
in  fore  a .  i 

SIXTH:  It  is  further  agreed  that  in  case  of 

the  death  of  the  said  Insull  or  the  said  De  Ruyter  while 
this  agreement  shall  remain  in  force,  the  executors  or  ad¬ 
ministrators  of  the  said  Insull  and  the  said  Do  Ruyter  re¬ 
spectively,  shall  sell,  transfer  and  assign  the  share  of 
stock  held  by  the  said  Insull  or  the  said  be  Ruyter  herein 
provided  for,  upon  demand  made  by  the  said  Edison  or  the 
said  Qouraud  respectively,  upon  the  paynent  to  said  execu¬ 
tors  or  administrators  of  the  sum  of  One  Dollar;  the  exoo- 

6 


utora  or  administrators  of  said  Insull  to  sell,  transfer 
and  aesien  his  share  to  said  ISdison  or  his  nominee,  and  the 
executors  or  administrators  of  said  Be  Ruytor  to  sell, 
transfer  and  assign  his  share  to  said  Gouraud  or  his  nom- 
::  inee.  ! 

S  E  V  B  N  T  H:  The  first  four  parties  hereto  sev¬ 
erally  agree  to  and  vfith  each  otlier  not,  save  and  except  as 
herein  specifically  provided  for,  to  sell,  transfer  or  as¬ 
sign  their  four  respective  shares  of  stock  hereinbefore  re¬ 
ferred  to  so  lone  as  this  agi-eement  shall  remain  in  force. 
And  in  case  of  a  re-transfer  or  a  re-assignment  to  the  said 
Edisen  or  the  said  Gouraud  or  their  respective  nominees  of  ! 
the  shares  of  stock  respectively  held  by  the  said  Insull 
and  the  said  Be  Ruyter,  such  shares  s}iall  not  be  sold, 
transferred  or  assigned  so  long  as  this  agreement  shall  re¬ 
main  in  force  except  subject  to  an  agreement  on  the  part  of  : 
such  person  or  persons  to  execute  a  proxy  to  the  party  of 
^  the  fifth  part  in  like  manner  as  provided  in  paragraph 
First  of  this  agr-eoment,  said  proxy  not  to  be  revoked  so 
‘  long  as  this  agreement  shall  remain  in  force. 

II  ■  ■  i 

[|  EIGHTH:  The  said  fifth  party  hereto  hereby 

ji  accepts  the  obligation  imposed  on  it  by  this  agi'oement  and 
i;  promises  to  carry  out  and  perform  the  same  according  to  the 
i;  true  intent  and  purpose  hereof;  it  being,  however,  under- 
I'  stood  and  agreed  that  the  said  fifth  party  shall  not  bo 
subject  to  any  damages  for  any  default  vmder  this  agreement 

f  6 


or  any  failure  on  its  part  to  carry  out  the  same,  by  reason 
of  any  misapprehension  on  its  part  as  to  the  mode  in  which 
its  vote  should  bo  east  or  for  any  other  cause  not  involv¬ 
ing  willful  default  or  neftlleenoe. 

NINTH:  In  the  event  of  the  refusal  at  any  time 

of  the  fifth  party  hereto,  to  serve,  new  proxies  shall  bo 
made  to  such  person  as  may  be  mutually  agreed  upon  between 
tho  said  Edison  and  the  said  Qouraud,  and  in  the  event  of 
their  not  agreeing  v/ithin  twenty  days  from  tho  time  either  ! 
one  of  the  said  tv/o  parties,  that  is  to  say  the  said  Edison 
and  the  said  Gouraud,  shall  request  the  other  to  unite  in 
'!  such  appointment,  the  said  appointment ,  shall  be  itOTiediately ' 
made  in  such  manner  as  is  provided  for  touching  the  exar-  | 
else  of  voting  power,  in  the  second  section  of  the  afore^ 

’  said  agreement  of  even  date  herewith  made  by  and  between 
the  said  Edison,  the  said  Gouraud  and  the  said  Central 
Trust  Company  of  New  York.  And  in  tho  event  of  the  death  | 
or  unwillingness  or  inability  to  serve  Of  such  new  ap-  1 
pointee,  the  seleotion  of  his  suooessor  shall  be  made  in 
the  same  manner  as  above  provided  for  relating  to  his  own  | 
appointment;  and  it  is  further  agreed  that  tho  seleotion  | 

:  of  any  further  successors  shall  bo  made  in  like  manner. 

I  TENTH:  Inasmuch  as  the  Statutes  of  Now  Jersey 

provide  that  no  proxy  shall  be  valid  after  three  years  from 
tho  date  thereof,  it  is  agreed  that  if  this  contract  still 
remains  in  force  at  the  expiration  of  throe  years  from  the 

7 


dates  of  the  several  proxies  herein  provided  for,  or  any  of[ 
them,  now  proxies  shall  bo  executed  and  delivered  aooordingi 
to  the  true  intent  and  purpose  of  this  instrument,  for  the  | 
purpose  of  replacing  such  old  proxies  as  may  beoano  invalidj 
in  consequence  of  the  aforesaid, provision  of  law  or  an  | 
amendment  thereof,  as  well  as  in  consequence  of  any  change  ! 
or  alteration  in  the  By-laws  of  the  said  Edison  United 
Phonograph  Company,  whereby  existing  proxies  may  boo  one  in-' 
valid.  This  provision  shall  bo  promptly  complied  with 
upon  the  reasonable  demand  of  any  party  or  parties  hereto.  ; 

EliEVENTH:  This  agreement  shall  be  binding  j 

upon  the  said  Trust  Company,  its  sucoessors  and  assigns,  I 
and  upon  the  said  Edison,  Gouraud,  Insull  and  De  Ruyter, 
severally,  and  their  respective  executors,  administrators,! 
successors  and  assigns,  so  long  as  and  only  so  long  as  the  i 
aforesaid  mentioned  agreement  of  oven  date  herewith  shall 
continue  in  force.  i 

IN  Vf  I  T  N  E  S  S  W  H  E  R  E  0  E,  each  of  the  i 
aforesaid  first  four  parties  hereto,  has  to  this  instrument 
sot.  his.  hand  and  seal,  and  the  fifth  party  hereto  has  caus¬ 
ed  its  corporate  name  and  seal  to  be  affixed  by  its  proper 
officers  therevinto  duly  authorized,  on  the  day  and  year 
first  above  named,  this  agreement  being  for  convenience 
simultaneously  executed  in  five  like  parts. 


{ 


Mtnoso  to  Mr,  Do  Ruytor. 

Oontral  Trust  Company  of  New  York, 
By 

(Seal) 

Attest : 

Secretary. 


i  \ 

E  X  H  T  B  T  T  A. 

POR)J  OF  PROXY. 

KNOW  ALL  MEN  BY  THESE  PRESENTS: 
Tliat  I,  ,  of 

,  do  hereby  constitute  and  appoint 
the  Central  Trust  Company  of  New  York,  of  Now  York  City, 
to  bo  my  proxy,  for  me,  and  in  my  name  and  behalf,  to  vote 
at  any  and  all  Moetinss  of  Stookhcldors,  whether  Annual 
Meetln£5s,  Special  Meetines  or  otherv/ise,  of  the  Edison 
United  Phonograph  Company,  whenever  and  wherever  held,  upon 
all  matters  of  every  kind  whatsoever  which  may  come  before 
said  Meetings,  or  any  of  them,  with  the  same  force  and  ef¬ 
fect  in  all  respects  as  if  I  attended  said  meeting  and  per¬ 
sonally  voted  thereat. 

IN  WITNESS  WHEREOE,  I  have  here¬ 
unto  set  my  hand,  this  day  of  ,  189  . 

(Signature.)  ; 

In  the  presence  of  j 


10 


A  SREEMENT,  made  this  day  of  April, 

1890,  between  AUTOMATIC  PHONOGRAPH  EXHIBITION  COMPANY,  a 
corporation  organized  under  the  laws  of  the  State  of  New 
York,  hereinafter  called  the  Exhibition  Co.,  of  the  first 
part,  and  EDISON  PHONOGRAPH  WORKS,  a  corporation  organized  : 
under  the  laws  of  the  State  of  New  Jersey,  hereinafter 
called  the  Works,  of  the  second  part. 

W  H  E  R  E  A  S,  the  first  party  is  engaged  in  the 
business  of  promoting  the  introduction  and  use  of  coin  slot 
machines  so  constructed  that  by  the  insertion  of  a  coin  in 
a  slot  a  phonograph  or  phono graph-grapho phone,  mechanically 
connected  with  said  machine,  will  operate  automatically, 
and  in  connection  with  the  said  business  has  acquired  cer¬ 
tain  rights  under  certain  agreements  heretofore  entered  in¬ 
to  by  and  between  it  and  certain  other  parties,  a  complete 
list  of  the  said  agreements  being  hereto  annexed  and  marked 
Exhibit  A.,  the  said  agreements  relating  severally  to  the 
said  inventions  and  patents  so  far  as  the  United  States  of 
America  is  concerned,  and  not  otherwise;  and 

WHEREAS,  the  first  party  proposes  by  this  in- i 
strument  to  grant  to  the  second  party  an  exclusive  license 
to  manufacture  the  said  inventions  under  any  and  all  rights  ^ 
and  patents  which  the  said  first  party  has  heretofore  ac-  i 
quired  or  may  hereafter  acquire  whether  under  and  pursuant 
to  the  said  agreements  set  forth  in  the  said  Exhibit  A.  or 
otherwise,  but  such  manufacture  to  be  for  the  sole  use  and 


benefit  of  the  first  party  or  its  grantees: 


NOW  THEREFORE,  in  consideration  of  the 
mutual  promises  herein  made,  and  of  the  svim  of  One  dollar 
in  hand  paid  by  each  of  the  parties  hereto,  to  the  other,  ! 
the  receipt  whereof  is  hereby  acknowledged,  it  is  agreed  as; 
follows,  that  is  to  say: 

FIRST:  The  first  party  hereby  agrees  to  grant 

and  hereby  does  grant  to  the  second  party  the  sole  and  ex¬ 
clusive  right  to  manufacture  the  inventions  and  improve¬ 
ments  described  in  and  covered  by  the  several  agreements 
mentioned  above  and  recited  in  Exhibit  A.  hereto  annexed, 
or  described  in  or  covered  by  any  future  agreements  which 
the  said  first  party  has  heretofore  made  or  may  hereafter 
make,  or  described  in  or  covered  by  any  future  patents  or 
inventions  which  the  first  party  may  hereafter  acquire  or 
be  licensed  under  or  become  interested  in. 

SECOND:  It  is,  however,  distinctly  understood 

and  agreed  that  the  rights  granted  to  the  second  party  un¬ 
der  and  pursuant  to  the  foregoing  first  section  hereof  do 
not  include  what  is  known  as  cabinets  or  woodwork,  but  re-  i 
late  exclusively  to  the  mechanical  devices  or  mechanisms 
which  when  attached  to  or  connected  with  phonographs  or  ; 
phonograph-graphophones  cause  the  same  to  operate  automat-  | 
ically  upon  the  insertion  of  a  coin  in  a  slot.  i 

I' 

third:  The  second  party  agrees  to  manufacture,! 

2  i 


i  1 

to  the  extent  herein  provided  for,  the  aforesaid  phono¬ 
graphic  mechanisms  and  the  separate  parts  thereof,  and  the 
various  devices  and  apparatus  used  in  connection  therewith, 
and  all  renewals  therefor,  under  the  license  above  given, 
and  to  deliver  the  same  to  the  first  party  at  the  actual 
coat  of  manufacture  plus  twenty  per  centum  thereof,  the 
said  cost  to  include  cost  of  labor,  material  and  general 
expense,  and  included  in  general  expense  shall  be  five  per 
centum  of  the  said  aggregate  cost  of  labor  and  material  for 
depreciation  of  plant. 

P  0  U  R  T  H:  Regarding  the  aforesaid  cabinets  or 
other  woodwork  forming  a  part  of  the  said  coin  slot  machine 
phonographs  or  phono graph-graphophones,  it  is  agreed  that 
the  said  cabinets  and  other  woodv/ork  shall  be  supplied  to 
the  second  party  by  the  first  party,  at  its  own  expense,  in 
reasonable  quantities  in  advance  of  the  actual  needs  there¬ 
for  of  said  second  party;  and  it  is  further  agreed  that 
the  said  cabinets  and  woodwork  shall  be  purchased  by  the 
said  first  party  exclusively  from  such  manufacturer  as  the 
second  party  hereto  may  designate  and  select  from  a  list  of; 
three  manufacturers  which  said  first  party  shall  from  time  I 
to  time  and  at  its  discretion  prepare  and  submit  to  said 
second  party,  the  said  list  to  include  not  only  the  names 
of  the  said  three  manufacturers,  but  also  the  prices  and  j 
terms  upon  which  they  will  furnish  the  aforesaid  articles.  I 


P  I  P  T  h: 


The  second  party  shall  at  once  prepare 


I  1 

at  the  expense  of  the  first  party,  a  complete  and  perfect 
model,  according  to  the  best  judgment  and  skill  of  the  sec¬ 
ond  party  and  of  the  President  thereof,  to  wit:  Thomas  A. 
Edison,  and  what  shall  be  known  as  a  Standard  Slot  Machine  : 
Phonograph  or  Phonograph-graphophone,  together  with  a  du¬ 
plicate  of  said  model.  One  of  the  said  models  shall  be 
retained  by  the  second  party  and  the  other  shall  at  once  be 
delivered  by  it  to  the  first  party.  After  the  said  Stand¬ 
ard  Model  shall  have  been  made  and  delivered  as  aforesaid, 
no  substantial  change  shall  thereafter  be  made  in  them 
without  the  consent  of  the  first  party,  and  in  the  event  of 
any  disagreement  between  the  parties  hereto  as  to  whether 
the  model  should  be  changed  as  well  as  to  what-  the  change 
should  be,  the  determination  thereof  should  be  left  to  the 
arbitration  of  experts  to  be  selected  as  provided  for  in 
the  tenth  section  hereof. 

SIXTH:  As  early  as  possible  after  the  afore¬ 

said  model  provided  for  in  the  next  preceding  section  here-’ 
of,  shall  have  been  completed,  the  second vparty  shall  manu¬ 
facture  and  deliver  to  the  first  party  complete  coin  slot  i 
machine  phonographs  or  phonograph-graphophones  at  a  rate  j 
not  to  exceed  fifteen  a  day,  Sundays  and  legal  holidays  ex-| 
cepted,  and  the  first  party  hereby  agrees  that  it  will  ac¬ 
cept  and  pay  for  such  machines  as  herein  provided  for,  pro¬ 
vided  however,  that  said  first  party  shall  have  the  right 
at  any  time  on  thirty  days'  notice  to  decrease  the  afore¬ 
said  daily  supply  or  to  stop  it  altogether,  and  to  renew  it 


and  again  stop  it  at  will,  but  always  at  riot  less  than 
thirty  days'  notice,  the  said  supply  not  to  exceed  fifteen 
machines  a  day. 

SEVENTH;  The  first  party  having  heretofore  | 
given  its  firm  order  to  .  ,  i 

for  the  manufacture  and  delivery  to  the  said  first  party  of 
500  complete  coin  slot  machine  phonographs  as  aforesaid, 
and  the  same  now  being  in  process  of  manufacture,  it  is 
agreed  that  the  first  party  shall  have  the  right  notwith¬ 
standing  the  exclusive  license  to  manufacture  herein  given 
to  the  second  party,  to  receive  the  aforesaid  500  machines  ! 
already  ordered,  and  also  to  order  and  receive  from  the 
same  manufacturer  additional  machines  at  the  rate  of  twen- 
ty-five  a  day,  until  the  expiration  of  thirty  days  from  the 
time  when  the  second  party  hereto  shall  itself  begin  to  de¬ 
liver  fifteen  complete  machines  a  day  as  provided  for  in 
the  sixth  section  hereof,  it  being  agreed  that  after  the 
expiration  of  said  thirty  days,  the  first  party  shall  take  i 
no  more  of  the  said  machines  whatsoever  from  the  said  manu- 
faoturer  or  from  any  other  manufacturer  or  party  whatsoever^ 
other  than  the  second  party  hereto,  but  shall  thereafter  j 
purchase  and  procure  all  of  its  machines,  together  with  all  I 
parts  thereof  and  all  renewals  thereof  exclusively  from  the  j 
second  party  hereto. 

El  6  H  T  H:  The  second  party  shall  always  employ 

in  manufacturing  all  the  articles  herein  provided  for,  the 
5 


best  and  most  modern  machinery  and  methods  and  the  best  ap¬ 
propriate  materials,  and  shall  also  always  possess  and  use 
proper  and  adequate  facilities  for  such  manufacturing,  and 
in  case  any  dispute  ever  arises  between  the  parties  hereto  i 
touching  the  provisions  of  this  section,  it  shall  also  be  ^ 
left  to  arbitration  as  hereinafter  provided  for.  Whenever 
the  decision  of  the  said  arbitrators  requires  the  second 
party  to  abandon  old  tools  and  machinery,  and  to  procure 
new  tools  and  machinery,  the  allowance  or  compensation  to 
be  given  the  second  party  in  that  regard  shall  be  limited 
to  its  loss  on  tools  thus  abandoned,  such  loss  to  be  deter¬ 
mined  by  arbitration  if  need  be,  and  the  second  party  here-, 
by  agrees  to  promptly  pay  to  the  first  party  the  amount  of 
said  loss. 

ninth:  At  the  expiration  of  each  calendar 

month  the  second  party  shall  render  to  the  first  party  a 
statement  of  all  machines  and  parts  thereof  manufactured 
and  actually  shipped  to  said  first  party,  during  the  said  ' 
calendar  month,  under  and  pursuant  to  the  terms  of  this 
agreement,  and  shall  at  the  same  time  render  a  bill  for  the | 
cost  of  the  said  articles  as  provided  for  in  the  third  sec¬ 
tion  hereof,  and  the  first  party  agrees  that  within  fifteen 
days  after  receiving  such  bills,  it  will  pay  to  the  second 
party  the  full  amount  thereof  for  the  month  immediately 
preceding  such  payment,  payments  to  be  based  on  articles 
actually  shipped. 

6  i 


^  I 

TENTH:  The  first  party  agrees  that  it  will 

hereafter  from  time  to  time  when  requested  so  to  do  by  the 
second  party,  execute  such  other  aid  further  grants,  li¬ 
censes,  or  other  instruments  in  writing,  as  may  be  reason-  : 
ably  necessary  or  requisite  to  more  fully  carry  out  the 
true  intent  and  purposes  of  this  agreement. 

In  case  any  disagreement  should  arise  between  the 
parties  hereto  relative  to  any  of  the  provisions  hereof,  it 
shall  be  forthwith  left  to  arbitration,  each  party  to  name 
one  arbitrator,  and  those  two  to  select  a  third,  and  the 
decision  of  the  majority  of  the  said  three  arbitrators 
shall  be  binding.  In  ease  the. matter  in  dispute  relates 
to  manufacturing  or  to  any  subject  of  a  mechanical,  elec¬ 
trical  or  scientific  nature,  the  said  arbitrators  shall  be 
chosen  from  experts  familiar  with  such  subjects. 

ELEVENTH:  Unless  sooner  terminated  as  here-| 

in  provided  for,  this  agreement  shall  continue" in  force 
during  the  life  of  any  and  all  grants  or  licenses  or  pat¬ 
ents  relating  to  the  aforesaid  slot  machine  phonographs  or  ^ 
phonograph-graphophones,  or  to  the  accessories  thereto  and  I 
supplies  therefor,  as  more  fully  hereinabove  set  forth,  | 
which  the  first  party  has  heretofore  acquired  or  may  here-  i 
after  at  any  time  acquire  under  this  agreement  or  pursuant 
to  the  provisions  of  the  several  agreements  recited  in  Ex¬ 
hibit  A.  hereto  annexed,  or  otherwise;  but  in  no  event 
shall  this  agreement  be  terminated  except  by  mutual  consent* 
in  less  than  seventeen  years  from  the  date  hereof.  j 

7  j 


^  5 

IN  WITNESS  WHEREOF,  the  parties 
hereto  have  caused  their  corporate  names  and  seals  to  be 
hereto  affixed  by  their  proper  officers  thereiinto  duly 
authorized  on  the  day  and  year  first  above  written,  this 
agreement  being  for  convenience  simultaneously  executed  in 
two  like  parts.  Done  at  the  City  of  New  York  the  day  and 


year  first  above  named, 


8 


exhibit  a. 


list  of  Existing  Contracts. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Six-Party  Agreement. 


made  tliis  19tU  day  of  April,  1890,  be¬ 
tween  Thomas  Alva  Edison,  of  tlie  first  part ;  Jesse  H. 
LirriNCO'rr,  individually  and  ns  solo  licensee  of  the  American 
Grapliopbone  Company,  of  the  second  part;  Thomas  B. 
t  Lojibard,  of  the  third  part ;  The  North  AmeriO/VN  Phono- 
ORAPii  CoiirANV,  hereinafter  called  the  North  American  Co., 
of  the  fourth  part ;  Lodis  Glass,  of  the  fifth  part ;  Exploit¬ 
ing  Company  op  California,  hereinafter  called  the  Exploiting 
Co.,  of  the  sixth  part;  and  Automatto  Phonograph  Ex¬ 
hibition  Company,  hereinafter  called  the  Exhibition  Co.,  of 
the  seventh  part. 

'Whereas,  the  said  Exhibition  Co.  desires  to  acquire 
from  the  other  six  jiarties  hereto,  certain  Inventions  and  jmt- 
ents  and  interests  and  rights  under  certain  inventions  and 
patents  relating  to  a  mechanical  device  of  the  kind  eomi 
monly  known  ns  a  Coin  Slot  Machine  so  constructed  that  by 
the  insertion  of  a  coin  in  a  slot,  the  phonograph  or  phono¬ 
graph  -  graphophone  connected  with  said  device  ivill  bo 
operated  automatically,  and  the  said  six  parties  are  severally 
willing  to  assign  and  transfer  to  the  said  Exhibition  Co.  the 
said  certain  inventions,  patents, -interests  and  rights; 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Uoxu,  tltcvcfovc,  ill  conaiclomtioii  of  tlio  promiaos 
and  of  tlio  imitiml  promiaoa  heroin  made,  it  ia  nRreed  aa  fol- 

FinaT  :  The  aaid  firat  aix  partioa  hereto  aovernlly  agree, 
each  for  liimisclf  or  itaolf  and  in  no  way  one  for  auotlior,  to 
tranafor,  aaa.ign.  and  aot  over  nnto  the  aaid  Exhibition  Co., 
all  invont'ona,  apiilioationa  for  patonta  and  pntonta,  and  in-  ' 
toroata  and  righta  under  inventiona  and  pntonta  relating  to 
the  aforcanid  dovieo  (tho  aaid  dovieo  being  more  apeoifioally 
doaoribod  in  tho  aecond  aodtion  of  thia  ngroomont),  which 
tho  aaid  aix  partioa  may  jointly  or  aovorally  now  own  or  con¬ 
trol,  or  may  jointly  or  aovorally  omi  or  control  at  any  time 
within  iivo  yeara  from  the  date  of  thia  inatrnmont,  it  being, 
liowovor,  diatinotly  nmleratood  and  agreed  that  thia  ngroo- 
niont  relates  only  to  the  United  States  of  America.  A  com¬ 
plete  list  of  all  patents  or  applications  for  patents,  iiitorosta 
and  rights  now  owned  or  controlled  by  any  of  tho  said  first 
parties  hereto,  is  hereto  annexed,  marked  Exhibit  A.  I 

Second  :  It  is  agreed  that  tho  aforesaid  inventions,  im- 
lirovemeuts,  applications  for  patents,  patents,  interests  liiid 
rights  shall  include  and  bo  restricted  to  any  and  all  devices 
and  mechanisms  of  every  kind  whatsoever  whereby  a  phono¬ 
graph  or  phonograph-graphophono  is  caused  to  operate 
automatically  by  the  insertion  of  a  coin  in  a  slot,  it  being, 
however,  distinctly  understood  that  this  agreement  does  not 
embrace  any  inventions  or  improvements  which  constitute  a 
part  of  tho  phonograph  or  phonograph-graphophono  itself,  but  I 

relates  only  to  those  devices  which  constitute  a  part  of  tho  9 

meclianism  whereby  the  automatic  operation  of  tho  phono-  a 

graiili  or  phonograph-graphopliono  is  effootod  by  moans  of  | 

tlie  insertion  of  a  coin  in  a  slot,  and  it  being  further  dis-  I 

tiuotly  undoi-stood  that  tho  aforosa-id  inventions,  improve-  | 

ments,  applications  for.  patents  and  patents,  interests  and  j 

rights,  so  far  as  the  same  are  covered  by  this  agreement,  [ 


sliall  bo  restricted  solely  ■  to  phonographs  or  phonograph- 
graphophonos  which  are  operated  automaticnlly  aa  aforesaid 
for  public  exhibition  and  amusement,  it  being  intended  that 
'  tho  ii'misfor  and  assignment  made  above  in  the  first  section 
liereof  shall  bo  rostrietod  solely  to  phonographs  or  phouo- 
graph-graphophones  used  as  aforesaid,  that  is  to  say,  for 
purpose  of  public  exhibition  and  amusement  only,  and  that 
tho  said  first  six  parties  hereto  severally  reserve  tho  right  to 
use  tho  aforesaid  inventions,  improvomonta,  applications  for 
patents  and  patonta  for  any  and  all  other  purposes  and  uses 
whatsoever  with  tho  same  force  and  offoot  ns  if  this  agree¬ 
ment  had  never  boon  made. 

Tninn :  Whoroas  tho  said  Exploiting  Company  has  hereto¬ 
fore  granted  certain  rights  to  all  the  inventions  owned  by  it 
relating  to  coin  slot  machines  for  tho  Slates  of  Washington, 
Oregon,  Nevada  and  California,  and  for  tho  Territories  of 
Idaho  and  Arizona,  it  is  undoratood  and  agreed  that  tho 
assignment  contained  in  the  fiist  clause  of  this  agroomont 
shall  in  no  way  nflect  tho  aforesaid  rights  nctually  parted 
with  prior  to  tho  date  hereof  by  tho  said  Exploiting  Com¬ 
pany.. 

Eommi :  The  said  North  American  Co.  and  the  said  Lip- 
pincott,  both  individually  and  us  licensee  as  aforesaid,  \vill 
jointly  and  severally  use  their  best  endeavors  so  far  as  they 
can  legally  do  so  in  view  of  tho  now  existing  contracts  with 
their  various  licensees  in  the  United  States,  to  induce' the 
said  licensees  severally  to  enter  into  agreements  with  tho  said 

€  Exhibition  Co.  substantially  similar  to  the  form  of  agroomont 
hereto  annexed  marked  Exhibit  B,  and  they  further  agree 
jointlj' and  severally  that  they  will  not  interest  thomselvos 
in  any  other  coin  slot  machine  to  bo  used  in  connection  with 
tho  phonograph  or  phonograph-graphophono  ns  aforesaid. 

Eifi'h  ;  All  dotnds  connected  with  applications  for  patents. 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


the  prooiu-lng  of  patoiita,  luicl  the  prOsDonting  of  infringovs 
tlioroof,  sliuU  be  aiiiclor  tliu  solo  ou  oxoliisivo  control  of  the 
said  Exhibition  Co.,  ami  at  its  expense,  and  the  othor  parties 
hereto  rospeotivoly  agree  that  they  will  without  additional 
oompousation  render  whatever  reasonable  assistance  may  be 
required. 

Sixth  :  Nothing  herein  contained  shall  require  either  of 
the  firat  SIX  parties  hereto  to  go  to  anj'  expense  in  mahing 
inyentious  or  improveinents  ns  herein  provided  for,  and  the 
said  Exhibition  Co.  shall  not  bo  liable  for  any  such  expense 
unless  the  same  shall  have  been  inoun'ed  under  its  written 
instructions. 

Seventh  :  In  consideration  of  the  aforesaid  promises,  the 
said  Exhibition  Co.  hereby  agrees,  simultaneously  with  the 
execution  of  this  agreement,  to  issue,  truusfor  and  deliver  to 
helix  Gottschalk,  us  iTrustoo,  ail  of  its  recently  increased 
capital  stock,  fully  paid,  that  is  to  say  15,000  shares,  of  the 
aggregate  par  value  of  $1,500,000,  to  bo  distrihuted  by  him 
for  the  benefit  of  the  first  six  parties  hereto  and  to  bo  dis¬ 
tributed  by  him  among  them  and  the  said  Exhibition  Co., 
as  provided  for  in  a  cortaiu  agreoment  of  oven  date  herewith, 
made  by  and  between  all  of  the. said  parties,  together  with 
Charles  A.  Cheever,  nud  Felix  Gottschalk,  as  Triisteo,  roforenco 
to  which  is  now  inndo  for  greater  particularity. 

Eiqiith  :  It  is  nndei-stood  and  agreed  that  the  party  of  the 
second  part,  Jesse  H.  Lippincott,  individually  and  as  solo 
licensee  of  the  Amoricau  Graphophono’  Company,  and  the 
party  of  the  fourth  part,  the  North  American  Co.,  do  not, 
either  jointly  or  severally,  hereby  grunt  or  convoy,  to  the 
party  of  tlio  sovonth  part,  and  that  this  agreoment  shall  not 
in  any  way  be  construed  as  conferring  upon  the  said  party  of 
Boyonthpart,  the  Exhibition  Co.,  any  interests,  rights  or 
privileges  which  in  any  way  oonliict  with  the  interests,  rights 


and  privileges  of  any  of  the  sub-licensees  of  the  said  North 
American  Co.,  or  the  American  Graifiiophono  Company  or 
'riiomns  A.  Edison  or  the  Edison  Phonogiaph  Works  or  the 
Edison  Phou^ograph  Company  or  the  .Efb»on.  Speaking 
Phonograph  Company,  or  any  or  either  of  .tliom,  as  hereto¬ 
fore  fixed  and  limited  by  agr-eoments  between  them  or  either 
of  them,  and  said  Jesse  H.  Lippiucott,  individually  and  as 
sole  licensee  of  the  American  Graphophono  Company,  and 
aaid  North  AinGrioan  .Oo.,  or  either  of  them. 

Nini’H  :  It  is  hereby  further  understood  nud  agioed  that  a 
certain  other  agreoment  heretofore  made  by  and  between 
the  said  Exploiting  Co.  nud  the  said  Exhibition  Co.  bearing 
date  the  12th  day  of  February,  1890,  affecting  the  aforesaid 
inventions,  patents,  interests  and  rights,  bo  and  the  same 
hereby  is  onncellod,  annulled  and  roiidered  of  no  oliect  as  of 
the  date  hereof. 


irally  agree 


Tenth  :  The  said  first  six  parties  hereto  Se.uuuiy  agri 
that  they  will  at  any  and  all  times  hereafter,  and  at  the  ex¬ 
pense  of  the  said  Exhibition  Co.,  execute  whatever  imd  further 
instruments  in  writing  may  bo  reasonably  required  to  more 
fully  and  effectually  carry  out  the  provisions  of  this  agree- 


Eueventh  ;  This  agroomont  shall  bind  and  enure  to  the 
benefit  of  the  executors,  administrators  and  assigns,  as  the 
thS  pai’fcios  hereto  rospec- 

7n  wAcrcc/;  such  of  the  ])artioa  hereto  as  are  in¬ 

dividuals  have  hereunto  set  their  bands  and  seals  and  such 
of  the  parties  hereto  ns  are  eoiporations  liavo  caused  their 
corporate  names  and  seals’ to  bo  .  hereto  ufiixod  bv  their 
proper  olhcers  thoromito  duly  authorized.  ' 

Done  at  the  City  of  Now  York  .on  the  day  and  year  firat  ' 


[FROM  -  MR.  EDISON’S  PHONOGRAPH  CONTRACTS,  '  CAT.  1402] 


above  written,  this  ngroomont  boirig  for  convonionoe  siinul- 
tnnoously  execiitei]  in  aovon  like  parts. 

Witness  to  Mr.  Edison.  '  TnoarAS  A..  Edison  (seal) 

A.  O.  Tate.  .  ' 

Witness  to  Mr.  Lippinoott.  Jesse  H.  Liitincoi-t  (real) 
Haehy  W.  Suipson. 

Witness  to  Mr.  Lombard.  Tiios.  E.  Lo.miiaiid  (seal) 
Haeiiy  W’.  Simpson. 

Tiie  Noetii  Ameihoan  PiiONOoiupii  Company, 

By 

Jesse  H.  Lippinootp 

_  Prosidont 

Geo.  H.  Fitewilson, 

Soorotary. 

Witness  to  Mr.  Glass. 

E.  T.  OAniioLL. 

Exploitinq  Compai 
B 

(seal) 

Attest ; 

P.  T.  CAnnoLL, 

Secretary. 

Automatic  PiioNoaiiAPii  ExninrrioN  Company 
Felix  GorrsoiiALK, 

m  ^  President 

T.  T.  Eokeut,  Jn., 

Secretary. 


Louis  Glass,  (seal) 
F.  T.  0. 

)P  Calipoenia, 

CiiAs.  M.  Cole, 

President. 


Exhibit.  A 

List  of  Patents  and  Applioatious  therefor,  &o. 


[FROM 


"MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


|^0t•CcilVCUt,  Bimcle  this  day  of  ’  ,  1890, 

between  the  AnTOJiATio  PnoNoonAWi  Exhiiiition  Company,  a 
coiTBoration  organized  and  existing  under  the  laws  of  the 
State  of  Now  York,  of  the  first  part,  and 

of  tile  second  part. 

^  _  ■\VnEnBAS,  tlie  party  of  tlie  first  part  owns  certain  iuYon- 

tions  and  appliances  for  Letters  Patent  of  the  United  States 
for  and  relating  to  a  maoliine  of  tlio  kind  commonly  known 
ns  the  Coin  Slot  maohines,  and  so  constructed  ns  by  the 
dropping  of  n  coin  in  a  slot  to  operate  antomatioally  the 
Phonograph  or  Phouograiih-Graphophone,  and  are.  ready  to 
manufacture  and  place  such  macliinos  upon  the  market ;  and 

IVheiieas,  tlie  party  of  the  second  part  poasos«os  tl<o  ex¬ 
clusive  right  to  use  the  Phonogiaph  and  Plionograph- 
Graphophono,  and  to  license  othera  to  use  the  same  within 
the  following  territory  : 

And  wnEiiBAs,  the  party  of  the  first  part  is  desirous  of 
engaging  in  the  business  of  exhibiting  the  Phonograph  or 
lliOMOgiaph-Graphophono  by  means  of  Coin  Slot  machines 
in  places  where  such  machines  may  be  and  are  usually 
placed,  and  all  other  places  where  the  same  can  be  lawfully 
and  properly  placed  ;  ’’ 

©ow  tftc5*  IJimscnts  loltwcss :  That  the  parties  hereto 
for  and  in  consideration  of  one  dollar  by  each  to  the  other 
0  paid  and  of  the  covenants  lieroinaftor  ooutaiucd,  have  agreed 
as  follows : 

PinsT  :  The  party  of  the  second  part  lioroby  agrees  that 
the  Com  Slot  maohine  inanufucturod  by  the  party  of  tliofirat 
part  shall  be  exclusively  used  in  coiinoctiou  with  the  Phono¬ 
graph  and  Phonograph-Graphophono  for  a  period  of  five 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


10 

(5) , years  from  the  date  hereof,  within  tiio  territory  afore¬ 
said  ;  and  tliat  no  otiior  Coin  Siot  machine  wili  be  permitted 
to  bo  used  therein  in  oonuoction  witli  tlio  Fiionojjrapli  and 
Plionograph-Grnpliophoho  during  tiio  oontinnnuoo  of  tin's 
agreement  for  exliibition  imrposos ;  but  notiiing  lioroin  oou- 
lained  shail  bo  construed  to  prevent  tiio  party  of  tiio  seeoud 
part  from  exhibiting  and  causing  to  bo  oxliibitod  in  tiio  usual 
manner,  or  any  manner  not  oonnootod  with  a  Coin  Slot 
mnoliine  the  Plionogrnpb  and  Plionogrnpli-Graphopliono 
within  the  territory  winch  is  tiio  subjoet  of  tliis  ngroeraont. 

Second  :  Tiio  party  of  the  second  part  shall  furnish  tiio 
Phonographs  and  Plionograph-Gi'aphoplionos  necessary  for 
this  purpose  and  the  party  of  the  first  part  shall  pay  to  the 
party  of  tlie  second  part  840  nnuunlly  for  tiio  use  of  oaoii 
nittohino  so  furnished. 

TiiritD ;  The  party  of  the  first  part  shall  provide  and  fur¬ 
nish  the  Coin  Slot  mnohiiies  to  bo  used  in  connection  witli 
sucli  Phouogiaphs  or  Phoiiograpli-Gruphopliones  togotlier 
with  suitable  cabinets  or  eases,  and  the  party  of  the  second 
part  sliall  pay  in  advance  to  the  party  of  the  first  part  for 
the  use  ot  each  Coin  Slot  machine  so  furnished  840  for  tiio 
first  year,  and  830  per  year  thereafter  for  tire  balance  of  tiio 
period  covered  by  the  terras  ot  this  ngrecinont. 

Pouhth  :  Prom  the  receipts  arising  from  the  exhibition  of 
Phouogi’aplis  or  Phonograph-Gruphophones  by  means  ot 
sucli  machines  in  the  places  aforesaid  shall  bo  first  deducted 
all  costs  and  charges  of  operating  the  same,  including  cost, 
mniutenance  and  charging  of  batteries.  ])roparntion  ami  cost 
of  cylinders,  collection  of  moneys,  inspection  and  onro  and 
repairs  of  apiiaratus,  and  general  expenses.  Tlio  receipts  for 
each  and  every  month  thereafter  remaining  shall  upon  tlio 
second  Monday  of  tlio  succeeding  mouth  bo  divided  equally 
between  the  parties  Iieroto. 


11 

Firm :  Any  and  all  other  rovonuos,  whether  the  same  be 
from  advertisements,  boards,. or  advertisement  signs,  used  in 
oonneetion  witli  the  Coin  Slot  Mnohinos,  or  fro  m  other  sonroes 
eonnootod  with  the  Coin  Slot  Maohines,  shaU  bo  divided 
equally  between  the  parties  of  the  first  and  second  part  at 
the  same  time  ns  is  above  provided  for  the  division  of  the 
not  receipts  from  tlio  mnohinos. 

o 

Sixth:  The  party  of  the  firat  part  shall  not  be  hold  re¬ 
sponsible  for  damages  to  the  property  of  the  party  of  the 
soeond  part  by  fire,  dostriiotion  or  injury  of  any  kind  or 
from  loss  tlioroof  by  theft  or  otherwise,  unless  caused  by 
nogligonce  or  other  wrong  of  the  said  party,  and  tlio  party  of 
tlio  second  purl  shall  not  bo  hold  responsible  for  like  dam¬ 
ages  to  tlio  property  of  the  party  of  the  first  part,  unless 
caiisod  by  its  negligence  or  other  wrong. 

O  Seventh:  The  business  aforesaid  to  bo  cariiod  on  in  the 
above  teiTitory  slinll  bo  conducted  by  the'  party  of  the  ’  sec^ ' 
ond  part,  for  the  joint  account  of  the  parties  hereto,  at  their' 
own  expense,  excepting  the  charges  mentioned  in  paragraiilis 
two,  throe  and  four  lioroin,  provided  however,  that  if  at  any 
time  the  party  of  the  fii-st  part  hoof  the  opinion  that  the 
business  is  not  being  properly  and  reasonably  pressed  they 
shall  have  the  right  to  demand  in  writing,  specifving  places 
from  the  party  of  the  second  part  that  they  shall  fiiriiish 
Phonographs  or  Plionograph-Graphoplionos  and  place  and 
operate  them  in  the  places  inontionod  in  such  demand  within 
the  said  territory  for  the  purposes  and  under  the  provisions 
of  this  agreement;  but  incase  they  fail  so  to  do  within  60 
days  after  such  demand,  the  party  of  the  fii-st  part  sliaU  have 
the  riglit  to  demand  from,  and  the  party  of  tlio  second  part 
shall  deliver  to,  the  party  of  tlie  first  part,  I’lionogi'aphs  or 
1  lionograpli-Graphophoiios,  and  place  mid  operate  them  in 
oounootion  witli  the  Coin  Slot  Maoliiiio  in  tlio  places  afore¬ 
said,  in  which  case  tiio  party  of  tlio  first  part  shall  pay  all 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


12 

expenses  coimeoted  therewith  except  those  mentioned  in 
paragraphs  two,  three  and  four. 

Eioiitii  :  The  exclusive  privilege  under  thisoontrnot  to  be  ' 
voidable  if  the  party  of  the  first  part  does  not  fill  all  orders 
given  by  the  party  of  the  second  part  upon  sixty  days'  notice 
after  ,  1890,  at  the  rate  of  at  least  S  Slot 

IVIttohiuos  complete  per  day,  ^  < 

Ninth:  The  party  of  the  first  part  agrees  at  its  own 
expense  to  defend  the  party  of  the  second  jjart  against  all 
suits  of  infringement  or  for  infringement  of  the  possession, 
leasing,  use  or  sale  of  said  Coin  Slot  Machines,  and  to  pay 
all  final  judgments  rendered  in  such  suits. 

Tenth  :  Nothing  in  this  ngi’ooment  shall  bo  construed  to 
compel  the  party  of  the  second  part  to  put  on  exhibition  in 
connection  with  the  Coin  Slot  machine  or  to  furnish  for  that 
purpose  any  Phonograph  or  Phonogi-apli  -  Graphophone 
when  the  rocoiiits  from  such  exhibition  shall  not  bo  reason- 
ably  sufficient  to  cover  the  costs  and  charges  mentioned  in 
paragraph  four,  together  with  the  rent  of  said  Phonographs  or 
Phonogrnph-Graphopliones  to  be  paid  by  the  party  of  the 
second  'part  to  the  North  American  Phonograph  Company., 

In  witness  whereof  the  parties  hereto  have  sot  their  bonds 
and  seals  the  day  and  year  first  above  written. 


A  G  R  K  H  35  M  T,  niado  this  day  of  April,  j 

1890,  botwoon  TMOMAfi  AI.VA  EniROW,  of  tho  first  part;  JBSSE; 
H.  IiIPPIMOOTT ,  individually  and  as  solo  liconseo  of  tho 
Aniorican  GraphopJiono  Gonipony,  of  the  socond  part;  THOMAS 
R.  T.OMOARD,  of  tho  thii-d  part;  TUB  NORTH  AJ.tBRIOAH  PHONO¬ 
GRAPH  COMPANY,  herelnaftor  called  the  North  Aniorican  Oo., 
of  tho  fourth  part;  hOUls  GLASS,  of  the  fiftli  part;  ; 

KCPLOITIIIG  COMPANY  OP  CALIPORHIA,  horoinufter  called  tho 
Hxploitinfj  Co.,  of  tliu  sixth  part;  AUTOMATIC  PHONOGRAHir 
EXHIBITION  C0i;PANY,  heroinaftor  callod  tho  E:diibition  Co.,  i 
of  tho  seventh  part;  CHARLES  A.  CHBEVER,  of  the  oiphth  | 

:  part;  and  PELIX  GOTTSOHAIJf,  Trustoe,  of  the  ninth  part:  | 

‘  '  ■  '  ! 

^y  H  E  R  E  A  S,  tho  said  Smbition  Co.  has  a  oapi-  j 

tal  of  ?1, 000, 000.,  divided  into  10,000  shares  of  $100.  i 
es.oh,  all  of  wl'iioh  shares  of  stock  are  rmvi  hold  by  tho  said! 
Oheover  bn  behalf  of  himself  and  associates,  excepting  ! 
a,4o9  slaros  which  have  boon  heretofore  given  to  the  said 
Erfiibition  Co.,  and  wliich  aro  now  deposited  with  and  in  tho  I 
,  nana  of  tho  Treasurer  thereof;  and  ! 

I 

j  V/  H  E  R  E  A  S,  tlio  capital  stock  of  tho  sd.  d  Exhi-  | 

ijbition  Co.  hBS  boon  recently  incroased  .from  $1,000,000.,  to 
j|  $2,500,000. ,  the  said  increase  consisting  of  15,000  shares 
||of  stock  of  the  par  value  of  $100.  each,  all  of  which  stock 
ii  is  now  held  by  tho  said  Gottschalk,  as  Trustee,  for  tho 
benent  of  tho  other  eight  parties  hereto,  and  their  asso- 
liCiat^s,  aB^ heroinaftor  appears;  and 

il  t  $ 


Vr  11  7,  H  A  S,  it  is  proposod.  that  all  of  tho 
aforosaid  sharos  of  stock,  ancrofiatinE  25,000  sliaros,  shall 
bo  dopositod  with  tho  said  Sottsdlialk ,  in  trust,  as  heroin-! 
aftor  provided  for:  i 

NOW,  T  H  B  R  3  7  0  R  E,  in  oonsidoration  of  tho 
proniiooB  and  of  tho  mutual  promisos  made  bolow,  it  is 
agrood: 

7  I  R  ,S  T;  Two  of  tho  aforesaid  parti  os  hereto  , 
that  is  to  say,  tho  said  E:diibition  fio.,  as  tho  holder  of  i 
2,489  sIiaroB  of  its  ovm  capital  stock  as  above  sot  forth, 
and  the  said  Ohaovor,  as  tho  holder  of  7,511  shares  of  I 
stock  in  the  said  Exhibition  Co-,  hereby  respectively  agree | 

i 

that  slnniltaneously  with  tho  execution  of  this  agreement 
they  will  deposit  with  the  said  Gottsohalk,  as  Trustee, 
their  several  holdings  of  stock  as  aforosaid,  to  the  end  i 
that  tho  said  Gottsohalk  may  thereby,  in  connection  with  | 
the  aforesaid  15,000  shares  of  stock  in  tho  said  Exhibition! 
Go.  already  held  by  him  in  trust  as  aforosaid,  become  tho 
holder  in  trust  of  all  the  capital  stock  of  tho  said  Ejdii-  | 
bition  Go.,  as  follows,  tliat  is  to  say:  I 


Stock  already  hold  by  Gottsohalk,  .....  15,000  shares. 
Stock  contributed  by  Exliibition  Go.,.  .  .  .  2,489  .  * 

Stock  contributed  by  Oheevor,  .  7,511  “ 

Total,  25,000 


S  E  0  0  N  D: 


It  is  agreed  that  the  certain  offi- 


cial  knovin  as  tho  Treasurer  of  the  said  Miibition  Co., 
shall  itiiiieri lately  sell  not  to  exceed  1,000  sliares  of  tho 
aforesaid  stock  hold  by  the  said  Gottsc)\alk,  Trustee,  as 
aforesaid,  the  srdd  sale  or  swloe  to  be  made  as  soon  as 
:  possible  and  at  tho  untifomi  prloo  of  Sas.  per  share,  ani  in 
such  quentity  or  quantitios,  not  oxooodinfl  1,000  shares  as  ■ 
aforesaid,  as  the  odd  Treasurer  may  deem  best,  and  that 
tlia  said  Gottsohalk  shall  upon  donand  of  the  said  Treasurer 
deliver  to  him  corti fiev-tes  of  stock  for  the  said  sales, 
mode  out  in  such  names  and  amounts  as  said  Treasurer  may  by ‘ 
writ  Inp;  request. 

T  II  I  R  D:  It  buinp;  intended  that  S,000  sliares  of 

tlio  said  stock  shall  be  piven  by  the  said  Tnistoe  to  the  ! 
said  Exliibition  Co.,  inoludlng  whatever  shares  may  bo  sold  ■ 
for  its  benefit  as  above  provided  for  in  tho  next  prooodinp;! 
section  hereof,  it  is  agroud  that  upon  the  tomiination  of 
this  agroenent  the  said  Trustee  shall  give  to  tho  said 
Miibition  Co.  3,000  stares  of  tho  said  stock,  if  none 
shall  have  been  sold,  or,  if  any  diall  hovo  been  sold  as 
aforesaid,  such  a  number  as  shall  amount  to  3,000  shares 
including  the  number  of  shares  sold. 

FOURTH:  It.  is  further  agreed  that  during  tho 

continuance  of  this  agreomont  none  of  tho  said  shares  of 
stock  shall  be  sold  save  and  except  as  provided  for  In  tho 
second  section  hereof,  and,  further,  that  no  sales  shall  bo 
made  of  any  rights  or  beneficial  interest  in  tho  said 
S 


stock,  to  tho  end,  thnt  the  only  v/ay  v/haroby  any  parties 
wliatsoover  may,  clurinp  the  continumico  of  this  aEroatnent , 
acquii'o  any  of  tho  stock  of  tho  said  UzJiibition  Oo .  o)*  any 
intorost  tliorein,  shall  bo  by  purohasins  stock  sold  by  the 
said  Trustee  as  provided  for  in  tlio  second  suction  hereof. 

I  P  T  H:  It  is  mutually  Qcreed  that  inniodiately  | 

upon  tho  termination  of  this  asreenrent  tho  said  Truotoo 
shall  distribute  all  of  tlio  sliares  of  stock  hold  by  him  in  : 
trust  as  horein  provided  for,  after  deducting  tho  aforesaid 
3,000  eliaroB  to  bo  given  to  tho  said  Bjdtibition  Oo.,  as 
provided  for  in  tlio  third  section  hereof,  in  such  mamor 
that  tlio  follov;ing  parties  (diall  bo  given  and  sliall  receive' 
tho  number  of  shares  of  st.bok  set  forth  opposite  their  sov-i 
oral  names  below,  that  is  to  say: 


Thomas  A.  Bdison . .  . .  5,500  sharos. 

Jesse  H.  Tiippinoott  for  himself 

and  associates,  .  5,500  " 

Oharlos  A.  Oheever  for  liinisolf 

and  associates . 11,000  " 

Total,  22,000  shares.  ^ 

S  I  X  T  H:  As  soon  as  the  aforesaid  1,000  ^aros 

of  stock  shall  have  boon  sold  and  delivered  as  provided  for 


in  the  second  section  hereof,  provided  that  such  sale  and 
delivery  be  made  and  completed  witliin  ninety  days  ft’oni  the 
actual  time  when  at  least  ton  of  tho  coin  slot  machine 
phonographs  or  phonograph-graphophones  of  the  said  Bxliibi- 


tion  Co.  shall  have  boon  introdwcod  into  public  use  for 
public  exhibition  and  amusement,  as  provided  for  in  a  cer¬ 
tain  agreement  of  even  date  herov/ith  made  by  and  between 
the  said  E^thibltion  Co.  and  all  of  the  parties  hereto  ex¬ 
cept  the  said  Cheevor  and  Gottschalk,  this  a{>:reoment  shall 
bo  terminated,  and  the  said  Gottschalk,  Trustee,  shall 
thereupon  immediately  distribute  the  shares  of  stock  then 
in  his  possession,  and  deliver  the  same  to  the  parties  in 
proportions  mentioned  above  in  the  fifth  section  hereof. 

If  tho  aforesaid  1,000  shares  of  stock  shall  not  have  been 
sold  and  delivered  within  ninety  days  from  tho  aforosald 
actual  date  of  Introduction  into  public  use  as  aforesaid  of 
not  less  than  ten  of  the  said  machines,  said  distribution 
and  delivery  of  stock  shall  nevertheless  be  made  upon  tho 
expiration  of  ninety  days,  it  beinc  intended  that  this 
aGreemont  shall  be  terminated  irancdlately  upon  the  sale  of 
tho  said  1,000  shares  of  stock  if  made  prior  to  the  expira¬ 
tion  of  the  said  period  of  ninety  days,  and  that  if  such 
sale  or  sales  bo  not  so  made  this  agreement  shall  terminate 
upon  the  expiration  of  the  said  ninety  days . 

SEVENTH:  In  the  event  of  the  death  or  in¬ 

ability  to  serve,  of  the  said  Trustee,  the  Board  of  Direct-; 
ors  of  the  said  Exhibition  Co.  may  appoint  a  successor.  Ho! 
compensation  shall  be  allowed  the  Trustee  for  his  services.! 
The  said  Trustee  shall  temporarily  and  during  the  oontlnu-  | 
ance  of  this  agreement,  assign  to  each  member  of  tho  Board  | 
of  Directors  of  tho  said  Exhibition  Co.,  a  minimum  number  | 


of  shares  of  the  capital  stock  of  that  Oomparcr,  in  order  to 
duly  and  legally  qualify  them  severally  as  Directors,  it 
being,  however,  expected  that  upon  the  termination  of  this 
agreement,  the  eaid  Directors  shall  severally  reassign. the  : 
said  stock  to  the  said  Trustee  in  order  that  it  may  be  i 
divided  and  distributed  as  herein  provided  for.  i 

E  I  G  !I  T  IT:  This  agreement  shall  bind  and  enure  ■ 

to  the  benefit  of  the  executors,  administrators,  successors 
and  assigns,  as  the  case  may  be,  of  each  of  the  parties  re-: 
spectively.  ; 

IN  WITNESS  WHEREON,  such  of  the  | 
parties  hereto  as  are  individuals  have  hereunto  sot  their  j 
hands  and  seals,  and  such  of  the  parties  hereto  as  are  cor-’ 
porations  have  caused  their  corporate  names  and  seals  to  be^ 
hereto  affixed  by  their  proper  officers  thereunto  duly 
authorized.  Done  at  the  City  of  Hew  York  on  the  day  and 


year  first  above  witten,  this  agreement  being  for  conven¬ 
ience  simultaneously  executed  in  nine  like  parts. 


I^THE  NORTH  AMERICAN  PHONOGRAPH  COMPANY, 


K 


EXPLOITING  COMPANY  OP  OALIPORHIA, 


AGREEMENT  made  this  30  th  day  of  April, 
1890,  by  and  between  the  NORTH  AI^IERICAN  PHONOGRAPH  COMPANY, 
a  corporation  created  and  existing  under  and  by  virtue  of 
the  laws  of  the  State  of  New  Jersey,  party  of  the  first 
part,  and  the  EDISON  PHONOGRAPH  TOY  MANUEACTPRING  COMPANY, 
a  corporation  created  and  existing  under  and  by  virtue  of 
the  Laws  of  the  State  of  Maine,  party  of  the  second  part. 

WHEREAS,  by  instrument  dated  October  1st, 

1887,  to  which  reference  itay  be  had,  Thomas  A.  Edison,  of 
Llewellyn  Park,  in  the  State  of  New  Jersey,  granted  to 
Lowell  C.  Briggs  and  V/illiam  W.  Jacques,  certain  exclusive 
rights  in  and  to  the  manufacture  and  sale  in  the  United 
States  of  dolls  and  toy  figures  containing  or  employing  the 
invention  or  improvement  described  in  certain  letters  Pat¬ 
ent  of  the  United  States  which  had  been  previously  granted 
to  said  Edison,  numbered  200,521,  and  covering  "an  improve¬ 
ment  in  phonographs  or  speaking  machines",  which  rights  so 
as  aforesaid  granted  to  said  Briggs  and  Jacques  were  after¬ 
wards  assigned  to  the  party  of  the  second  part,  heretjo  t>y 
said  Briggs  and  Jacques,  by  an  instrument  da-ted  April  24th, 

1888,  to  which  instrument  reference  may  be  had;  and 

WHEREAS,  the  party  of  the  first  part  has  ac¬ 
quired  from  said  Edison  rights  in,  to  and  under  certain  new 
inventions  and  improvements  in  or  appertaining  to  phono¬ 
graphs  and  speaking  machines  made  or  to  be  made  by  said 

i  m 


I 


Edison,  so  far  as  relates  to  the  United  States  and  Dominion 
of  Canada;  and 

WHEREAS,  by  a  certain  other  agreement  made  by 
and  between  the  parties  hereto,  and  dated  the  6th  day  of 
August,  1889,  the  said  party  of  the  first  part,  for  a  good 
and  sufficient  consideration  therein  more  fully  set  forth, 
did  grant  unto  the  said  party  of  the  second  part  the  sole 
and  exclusive  right  and  license,  for  all  time,  to  manufac¬ 
ture  and  sell  within  the  United  States  and  Dominion  of 
Canada,  and  to  license  others  to  manufacture,  but  only  for 
or  for  sale  to  the  party  of  the  second  part  and  within  the 
same  territory,  and  to  manufacture  and  to  license  others  to 
manufacture  in  the  United  States,  for  use  and  consumption 
in  foreign  countries,  the  invention  and  improvement  de¬ 
scribed  in  said  Letters  Patent  of  the  United  States,  num¬ 
bered  200,521,  and  also  all  further  inventions  and  improve¬ 
ments  made  or  to  be  made  by  the  said  Edison  in  or  in  rela¬ 
tion  to  phonographs  or  speaking  machines  so  far  only  as 
applicable  for,  and  in  such  form  only  as  to  be  adapted  for 
use  in  or  in  association  with  dolls  or  toy  figures,  to¬ 
gether  with  the  good-will  of  the  party  of  the  first  part  in 
the  business  of  such  manufacture  and  sale,  upon  terms  and 
subject  to  restrictions  therein  more  fully  set  forth,  ref¬ 
erence  to  which  said  agreement  is  hereby  made  fop  greater 
particularity;  and 

WHEREAS,  by  said  agreement  the  said  party  of 
the  second  part  bound  itself  to  pay  to  the  said  party  of 


(2) 


the  first  part  a  royalty  upon  all  of  said  inventions  and 
in5)rovements  made  and  sold  by  it  in  pursuance  of  the  terms 
thereof,  said  royalties  to  be  payable  quarterly  within 
thirty  days  after  the  first  day  of  each  and  every  January, 
April,  July  and  October  in  every  year,  and  to  aggresato  at 
least  Ten  thousand  dollars  per  year,  taking  each  year  by 
itself  and  reckoning  from  the  first  day  of  October,  1889, 
under  a  penalty  of  forfeiture  more  particularly  in  said 
agreement  set  forth;  and 

W  H  E  R.E  A  S,  owing  to  certain  difficulties  in  the 
vfay  of  the  inauguration  and  extension  of  the  business  of  ' 
the  said  party  of  the  second  part  in  making  and  disposing 
of  the  said  inventions  and  improvements,  in  combination  as 
aforesaid,  which  difficulties  were  not  contemplated  by  the 
parties  hereto  at  the  time  the  said  agreement  was  executed, 
the  sales  of  said  inventions  and  improvements  during  the 
quarter  years  ending  on  the  31st  day  of  December,  1889,  and 
the  31st  day  of  March,  1890,  and  for  which  royalties  v/ould 
be  payable  on  or  before  the  30th  day  of  January,  1890,  and 
the  30th  day  of  April,  1890,  respectively,  have  been  insuf¬ 
ficient  to  warrant  the  payment  of  such  royalties  to  the 
amount  required  by  the  terms  of  said  agreement,  and  for 
this  reason  the  payment  of  such  royalties  for  the  said 
quarter  year  ending  on  the  31st  day  of  December,  1889,  has 
already  been  waived  by  the  said  party  of  the  first  part, 
by  agreement  made  by  and  between  the  parties  hereto,  and 
dated  the  31st  day  of  January,  1890,  and  the  said  party  of 
the  first  part  released  from  the  payment  of  the  same  or  any 


(3) 


I 


part  thereof;  and 

WHEREAS,  it  is  nov/  the  desire  and  intention 
of  the  said  party  of  the  first  part  to  waive  the  payment  of 
all  royalties  due  under  the  aforesaid  agreement  of  August 
6th,  1889,  for  the  said  quarter  year  ending  on  the.Slst  day 
of  March,  1890,  and  to  release  the  said  party  of  the  second 
part  from  the  payment  of  the  same; 

NOW  TiffiREEORE,  THIS  AGREEMENT' WITNESSETH  that  for 
and  in  consideration  of  the  sum  of  one  dollar  paid  to  the 
said  party  of  the  first  part  by  the  said  party  of  the  sec- 
one  part,  the  receipt  whereof  is  hereby  acknowledged,  and 
for  certain  other  good  and  valuable  considerations,  the 
said  party  of  the  first  part  agrees  to  waive  and  hereby 
does  waive  payment  of  all  royalties  due  to  the  said  party 
of  the  first  part  from  the  said  party  of  the  second  part 
under  the  terms  of  the  said  agreement  of  August  6,  1889, 
and  more  particularly  under  the  second  section  thereof,  for 
the  quarter  year  ending  on  the  Slsfday  of  March,  1890,  and 
further  agrees  to  release  and  hereby  does  release  said 
party  of  the  second  part  from  the  payment  of  the  same  or  of 
any  part  thereof. 

IN  WITNESS  W  H  E  R  E  0  E,  the  said  party 
of  the  first  part  has  caused  its  corporate  name  to  be  here¬ 
unto  subscribed  and  its  corporate  seal  to  be  hereto  affixed 
by  its  proper  officers  thereunto  duly  authorized,  this  • 
agreement  being  for  convenience  executed  simultaneously ' in 


(4) 


I 


tvAO  like  parts. 


(seal) 


Done  at  the  City  or  New  York,  state  of  New  York, 
the  day  and  year  first  above  named. 


The  North  American  Phonograph  Company 
By 

Jesse  H.  lippincott, 

Pres ident . 


Attest : 

Geo.  H.  Pitzwilson, 

Secretary. 


! 


AGREEMENT  made  this  30th  day  of  April,  1890, 
by  and  between  THOMAS  A.  EDISON,  of  Llewellyn  Park,  State 
of  Nev/  Jersey,  party  of  the  first  part,  and  the  EDISON 
PHONOGRAPH  TOY  MANUPAOTURING  OOMPAOT,  a  corporation  Croat od 
and  exiatinB  tindor  and  by  virtue  of  the  Laws  of  the  State 
of  Maine,  and  having  its -principal  place  of  business  in  the 
City  of  Boston,  in  the  Oonmonwealth  of  Massachusetts,  party 
of  the  second  part, 

W  H  E  R  E  A  S,  the  said  party  of  the  first  part  is 
the  inventor  of  “An  Improvement  in  Phonographs  or  Speaking  ! 
Machines",  for  which  Letters  Patent  Of  the  United  States 
were  granted  to  him,  dated  Pebruary  19,  1878,  No.  300,321; 
and  for  which,  or  modifications  of  which,  Letters  Patent  of 
various  foreign  countries  have  been  granted  to  him,  or  his 
authorized  agents;  and 

WHEREA  S,  by-  a  certain  other  agreement  made  by 
and  betvroen  the  parties  hereto,  and  dated  the  6th  day  of 
August,  1889,  the  said  party  of  the  first  part,  for  a  good 
and  sufficient  consideration  therein  more  iblly  set  forth, 
jdid  grant  unto  the  said  party  of  the  sec  end  part  tlie  solo  | 
;and  exclusive  right  and  license,  for  all  time,  and  ftor  all  | 
the  countries  in  the  world,  other  than  the  United  States  of  j 
Anwrica,  to  manufacture  and  sell  and  to  license  others  to  ! 
manufacture  and  sell,  the  inventions  and  improvements  dd-  | 
scribed  in  all  said  Letters  Patent,  and  also  all  further  I 

^  t  "  I 


1  ( 

Inventions  and  improvements  therotofore  made  Or  which  miRht 
be  made  by  the  said  party  of  the  first  part  v/ithin  five 
years  from  the  date  of  said  a^reoment,  in  or  In  relation  to 
phonographs  or  speaking  machines  so  far  only  as  applicablo 
for,  and  in  such  a  form  only  as  to  be  adapted  for  use  in  or 
in  association  with  dolls  or  toy  figires,  together  with  his 
good  will  in  the  business  of  such  manufacture  and  sale  in 
all  countries,  except  the  United  States  and  Canada,  upon  ' 
terms  and  subject  to  restrictions  therein  more  fully  set 
forth,  reference  to  which  said  agroomont  is  hereby  made  for 
greater  particularity;  and 

WHEREAS,  by  said  aeroemsnt  the  said  party  of 
the  second  part  bound  itself  to  pay  to  the  said  party  of 
the  first  part  a  royalty  upon  all  of  said  inventions  and 
Impi’o voments  made  and  sold  by  it  in  pursuance  of  the  terms 
thereof,  eaid  royalties  to  bo  payable  quarterly  within 
thirty  days  after  the  first  day  of  each  and  every  January, 
April,  July  and  October  in  every  year  and  to  aggregate  at 
least  Ten  thousand  dollars  per  year,  taking  each  year  by 
itself  and  reckoning  from  the  first  day  of  October,  1889, 
under  a  penalty  of  forfeiture  more  particularly  in  said 
agreement  sot  forth;  and  j 

W  H  E  R  E  A  S,  owing  to  certain  difficulties  in  the; 
way  of  the  inauguration  and  extension  of  the  business  of 
the  said  party  of  the  second  part  in  making  and  disposing 
of  the  said  Invontlons  and  improvements,  in  oonblnation  as  i 
aforesaid,  which  difficulties  wore  not  contemplated  by  the  ^ 
8  ,  • 


I  I 

partloa  hereto  at  the  time  the  said  agreement  was  executed, 
the  sales  of  said  inventions  and  improvements  during  the 
quarter  years  ending  on  the  Slot  day  of  Beoembor,  1880,  and 
the  Slat  day  of  March,  1890,  and  for  which  royalties  would 
be  payable  on  or  before  the  30th  day  of  January,  1890,  dhd 
the  30th  day  of  April,  1890,  respectively,  have  been  ihsuf- 
fioiont  to  varront  the  payment  of  such  royalties  to  the  """  ^ 
amount  required  by  the  terms  of  said  agreement,  and  for 
this  reason  the  paimient  of  such  royalties  for  the  said  ■ 
quarter  year  ending  on  the  31  st  day  of  December,  1839,"  has 
already  been  T/aived  by  the  said  party  of  the  first  part, 
by  agreement  made  by  and  between  the  parties  hereto,  and 
dated  tlie  3lst  day  of  January,  1890,  and  the  said  party  of 
the  first  part  released  from  the  payment  of  the  same  or  any 
part  thereof;  and 

WHEREAS,  it  is  now  the  desire  and  intention 
of  the  said  party  of  the  first  part  to  waive  the  payment  of 
all  royalties  due  under  the  aforesaid  agreement  of  August 
6th,  1880,  for  the  said  quarter  year  ending  on  the  Slat  day  i 
:  of  March,  1890,  and  to  release  the  said  party  of  the  second 

i  part  from  tho  payment  of  the  same: 

'|i  ■  .  ■  ■  I 

NOW  THEREFORE,  THIS  AOREEMENT  WITNESSETH  that  fi>r  | 
jj  and  in  consideration  of  the  sura  of  One  dollar  paid  to  the  | 

I  ^aid  party  of  the  first  part  by  the  said  party  of  the  sec-  ! 
j  pnd  part,  tho  receipt  whereof  is  hereby  aolwiowl edged,  and 
,1  for  certain  other  good  and  valuable  oonsidorations,  the 
::  said  party  of  the  first  part  agrees  to  waive  and  hereby 

ii  » 


'does  waive  pajiment  of  all  royalties  d-ao  io  the  said  party 
of  the  first  part  from  the  said  party  of  the  second  part 
Tinder  tho  terms  of  the  said  anroement  of  AuRiiiit  6,  1880, 
and  more  partiCTilarly  tinder  tho  second  section  thereof,  ibr 
the  quarter  year  endinR  on  tho  Slst  da?;  of  March,  1800,  ahd 
further  agrees  to  release  and  hereby  does  release  said 
party  of  the  second  part  from  tho  payment  of  tho  same  of  of 
any  part  thereof. 

IN  WITNESS  WHEEEOP,  the  said  party 
of  the  first  part  has  hereunto  set  his  hand  and  seal,  tliis 
agreement  being  for  convenience  executed  simultaneously  in 
two  like  parts. 


hone  at  the  City  of  New  York,  State  of  Now  York,  on* 
tho  day  and  year  first  above  named. 


AGRE15MENT  made  this  14th  day  of  June, 
1890,  by  and  betTfeen  COLT'S  PATENT  PIKE  ARMS  MANUPACTUR- 
i  IMG  OOMPAITY,  a  corporation  organized  and  existing  under 
I  and  by  virtue  of  the  lavis  of  the  State  of  Connecticut,  of 
;  the  first  part,  and  the  EDISON  PHONOGRAPH  V/ORKS,  a  cor¬ 
poration  organized  and  existing  under  and  by  virtue  of 
,  the  laws  of  the  State  of  Nevf  Jersey,  of  the  second  part. 

W  H  E  R  E  A  S,  by  indenture  made  and  entered 
into  by  and  between  the  said  first  party  and  Thomas  Coch¬ 
ran,  of  Philadelphia,  Pennsylvania,  dated  June  18th,  1889, 
the  said  first  party  leased  to  the  said  Cochran  that  por- 
I  tion  of  the  premises  situated  in  the  City  of  Hartford, 

I  State  of  Connecticut,  known  as  "Colt's  Armory",  and  be- 
I  longing  to  the  said  first  party,  designated  as  the  "V/est 
Armory",  including  buildings  "B"  and  "C"  and  the  two 
wat oilman's  houses,  as  shown  on  the  plan  of  Colt's  Armory, 

I  the  said  premises  thereby  leased  being  bounded  as  follovfs, 
!  i.e.:  on  the  West  by  Huy shop e  Avenue,  five  hundred  feet; 

on  the  North  by  Sequassen  Street,  about  one  hundred  and 
sixty  feet;  on  the  Soutli  by  Wehassat  Street,  about  one 
hundred  and  sixty  feet;  and  on  the  East  by  buildings  "E" 
and  "G"  as  designated  on  said  plan,  reseiTving  the  ri^it 
to  use  the  driveway  and  a  strip  of  land  fifteen  feet  Wide 
on  the  East  side  of  said  leased  pronises  and  next  West' 
of  said  buildings  "E"  and  "G"  from  Sequassen  Street  to 
WehassatS'Street  as  a  pass-way  to  pasa^and  repass  vfith 


teams  or  otherwise;  and 


( 


W  H  T5  R  E  A  S,  the  said  lease  and  all  rights 
thereunder  was  thereafter  dray  assigned  by  the  said  Coch¬ 
ran  to  a  certain  corporation  called  the  International 
Graphophone  Company,  by  an  instrument  in  v/riting  made  and 
entered  into  by  and  between  the  said  Cochran  and  the  said 
International  Graphophone  Company,  dated  the  SOth  day  of 
August,  1889;  and 

WHEREAS,  the  said  lease  and  aill  rigjits 
thereunder  was  thereafter  duly  assigned  by  the  said  In¬ 
ternational  Graphophone  Company  to  the  second  party  here¬ 
to,  by  instrument  in  writing  made  and  entered  into  by  and 
between  tire  said  Intemational  Graphophone  Company  and 
the  said  second  party  hereto,  dated  the  11th  day  of  March, 
1890;  and 


WHEREAS,  it  is  now  the  desire  and  int  en- 
tion  of  the  parties  hereto  to  cancel  the  said  lease  and 
to  terminate  the  obligations  of  both  parties  hereto  there¬ 
under  as  of  the  date  hereof; 

NOW,  THEREFORE,  this  agreement 
vatnesseth,  that  for  and  in.  ^considerationof  the  sum  of 
Two  thousand  dollars  to  the  said  first  party  in  hand  paid 
by  the  said  second  party,  the  receipt  whereof  is  hereby 
acknowledged,  and  of  the  additional  consideration  herein¬ 
after  set  forth,  it  is  hereby  agreed  by  and  between  the 
parties  hereto,  that  the  said  indenture  of  lease  of  the 


(2) 


( 


above  described  premises,  made  and  entered  into  by  and 
between  the  said  first  party  hereto  and  the  said  Thomas 
Cochran,  dated  June  18th,  1889,  be  and  the  same  hereby 
is  cancelled  as  of  the  date  hereof,  and  that  all  ri'chts 
and  obligations  thereunder  be  and  the  same  hereby  are 
terminated;  and  the  said  parties  hereto  further  agree  to 
mutually  release  and  discharge,  and  hereby  do  mutually 
release  and  discharge  each  other  from  any  and  all  liabil¬ 
ity  for  the  further  performance  of  the  covenants  and  con¬ 
ditions  in  said  indentui’e  of  lease,  dated  June  18th,  1889, 
or  any  of  them,  contained,  and  from  any  and  all  claims  or' 
demands  whatsoever,  in  law  or  in  equity,  which  against 
each  other  the  said  respective  parties  ever  had,  now 
have,  or  which  their  successors  or  assigns  hereafter  can, 
shall  or  may  have,  arising  from  or  out  of  the  aforesaid 
indenture  of  lease  and  the  covenants  and  conditions  there¬ 
in  contained. 

As  an  additional  consideration  to  the  said 
first  party  hereto  for  the  execution  of  this  instrument, 
the  said  second  party  hereby  agrees  to  sell  and  convey 
and  hereby  does  sell  and  convey  to  the  said  first  party, 
its  successors  and  assigns,  a  certain  electric  lighting 
plant  belonging  to  the  said  second  party  and  now  inst  ail¬ 
ed  and  in  operation  upon  the  premises  hereinabove  de¬ 
scribed,  together  with’  all  electrical  apparatus  and  ap¬ 
pliances  of  every  kind  and  nature  used  in  or  in  connec- 


(3) 


I 


I 


tion  with  the  said  electric  lifting  plant  and  constitut¬ 
ing  a  part  thereof;  TO  HAVE  AHD  TO  HOLD  the  same  unto 
the  said  first  party,  its  successors  and  assigns  forever. 


IN  WITNESS  V/  H  E  R  E  0  P,  the  par¬ 
ties  hereto,  each  by  its  proper officers  thereunto  duly 
authorized,  have  oaiised  their  several  corporate  names  to 
be  heroujito  subscribed,  and  their  several  corporate  seals 
to  be  hereto  affixed,  on  the  day  and  year  first  above 
named,  at  the  City  of  New  York,  this  instrument  being  for 
jconvenience  simviltaneously  executed  in  two  like  parts. 

Colt's  Patent  Pire  Arms  Manufacturing  Company, 

► 

"ttest: 


r 


Secretary. 


Edison  Phonograph  Works, 


(4) 


I 


TO  ALL  TO  WHOM  THESE  PRESENTS  SHALL  COME  OR  MAY  CONCERN, 
greeting:  Know  ye,  That 

WHEREAS,  by  indent  lire  made  and  entered 
into  by  and  between  COLT'S  PATENT  EIRE  ARMS  MANUFACTURING 
COMPANY,  a  corporation  organized  and  existing  under  and 
by  virtue  of  the  laws  of  the  State  of  Connecticut,  of  the 
first  part,  and  THOMAS  COCHRAN,  of  the  City  of  Philadel¬ 
phia,  State  of  Pennsylvania,  of  the  second  part,  bearing 
date  June  IRth,  1889,  the  said  first  party  leased  to  the 
said  Cochran  that  portion  of  the  premises  situated  in  the 
City  of  Hartford,  State  of  Connecticut,  known  as"Colt's 
Araiory",  and  belonging  to  the  said  first  party,  designat¬ 
ed  as  the  "West  Armory",  including  buildings  "B"  and  "C" 
and  the  tvfo  viatchman's  houses,  as  shown  on  the  plan  of 
Colt's  Armory,  the  said  premises  thereby  leased  being 
bounded  as  follows,  i.e.:  on  the  AVest  by  Huyshope  Avenue, 
five  hundred  feet;  on  the  North  by  Sequassen  Street, 
about  one  hundred  and  sixty  feet;  on  the  South  by  Wehas- 
sat  Street,  about  one  hundred  and  sixty  feet;  and  on  the 
East  by  buildings  "E"  and  "G"  as  designated  on  said  plan, 
reserving  the  right  to  use  the  driveway  and  a  strip  of 
land  fifteen  feet  wide  on  the  East  side  of  said  leased 
premises  and  next  West  of  said  buildings  "E"  and  "G"  from 
Sequassen  Street  to  Wehassat  Street  as  a  pass-way  to  pass 
and  repass  with  teams  or  otherwise;  and 


# 


V 


WHEREAS,  tha  said  lease  and  all  rifdits 
theneiuider  was  thereafter  duly  assigned  by  the  said  Coch¬ 
ran  to  a  certain  corporation  called  the  International 
Graphophone  Company,  by  an  instrument  in  writing  made  and 
entered  into  by  and  between  the  said  Cochran  and  the  said 
International  Graphophone  Company,  dated  the  30th  day  of 
August,  1889;  and 

WHEREAS,  the  said  lease  and  all  ri^ts 
thereunder  was  thereafter  duly  assigned  by  the  said  In¬ 
ternational  Graphophone  Company  to  a  certain  corporation 
called  the  Edison  Phonograph  Works,  by  instrument  in 
writing  made  and  entered  into  by  and  between  the  said 
International  Graphophone  Company  and  the  said  Edison 
Phonograph  Works,  dated  the  11th  day  of  March,  1890;  and 

WHEREAS,  by  instrument  of  even  date  here- 
Tfith,  made  and  entered  into  by  and  between  the  said 
Colt's  Patent  Eire  Arms  Manufacturing  Company  and  the 
said  Edison  Phonograph  Works,  the  aforesaid  lease  has 
been  cancelled  as  of  the  date  hereof  and  all  obligations 
thereunder  teiminated: 

NOW,  THEREFORE  this  Agreement 
WITNE  SSETH,  that  the  said  Colt's  Patent  Eire 
Arms  Manufacturing  Company,  for  and  in  consideration  of 
the  sum  of  one  dollar,  lawful  money  of  the  United  States 
of  America,  to  it  in  hand  paid  by  the  said  Thomas  Cochran 
and  International  Graphophone  Company,  the  feceipt  where- 


(2) 


of  if  hereby  aoknowledced,  has  remised,  released  and  for¬ 
ever  discharged,  and  by  these  presents  does  for  itself, 
its  successors  and  assigns,  remise,  release  and  forever 
'  discharge  the  said  Thomas  Cochran,  his  heirs,  executors  j 
and  administrators,  and  the  said  International  Grapho-  | 

phone  Company,  its  successors  and  assigns,  of  and  from 
i  all,  and  all  manner  of  action  and  actions,  cause  and  I 

causes  of  action,  suits,  debts,  dues,  sums  of  money,  ao-  j 
counts,  reckonings,  bonds,  bills,  specialties,  covenants,  i 
contracts,  controversies,  agreements,  promises,  variance^  j 
trespasses,  damages,  judgments,  extents,  executions,  i 

claims  and  demands  whatsoever,  in  law  or  in  equity,  which  | 
against  the  said  Thomas  Cochran  and  the  said  Internation-  I 
:  al  Graphophone  Company,  the  said  Colt’s  Patent  Fire  Arms  ' 
Manufacturing  Company  ever  had,  now  has  or  which  its 

successors  or  assigns  hereafter  can,  shall  or  may  have  I 
;  I 

for,  upon  or  by  reason  of  any  matter,  cause,  or  thing  i 

whatsoever  from  the  beginning  of  the  world  to  the  day  of 

I  the  date  of  these  presents;  eind  more  particularly  of  and 

from  all,  and  all  manner  of  action  and  actions,  cause  and 

]  causes  of  action,  claims  and  demands  whatsoever,  in  law 

I 

I  or  in  equity,  which  against  said  Thomas  Cochran  and  the 
j  said  International  Graphophone  Company  the  said  Colt's 
I  Patent  Fire  Arms  Manufacturing  Company  ever  had,  now  has 
j  or  which  its  successors  or  assigns,  hereafter  can,  shall 
I  or  may  have  for,  upon  or  by  reason  of  the  aforesaid  in- 
j  denture  of  lease,  dated  June  18th,  1889. 


IN  WITNESS  WHEREOE  the  said 
Colt's  Patent  Eire  Aims  Manufaetiiring  Company,  by  its 
proper  officers  tharamto  duly  authorized  has  caused  its 
corporate  name  to  be  hereunto  subscribed  and  its  coipor- 
ate  seal  to  be  hereto  affixed  this  Fourteenth  day  of 


June ,  in  the  year  of  our  Lord  One  thousand  eight  hundred 


4) 


dAA^Ch 


I  Opinion  upon  the  scope  of  patents  granted  Julj'^  1 6th,  1889 
I  to  William  Mainland  also  as  to  v/hether  the  apparatus  for  pro- 
j  polling  oars  described  in  the  application  of  Thomas  A. Edison 
I  filed  ”ay  24th,1890,is  an  infringement  of  the  Main  patents. 

I  The  Main  patents  referred  to, are  No. 407086, No. 407093, Mo. 40709- 
and  No. 407095.  The  application  of  Mr. Edison  referred  to, 

I  is  serial  No. 352986. 


Thos.  A.  Edison, fisq. , 


Nevr  York, N.Y. June  16th, 1890 


Orange  N.J. 


Dear  Sir;- 


We  beg  to  submit  the  following  as  our  opinion  upon 
the  questions  above  stated. 

- :  Conclusion; - 

-The  Main  patents  No. 407093  and  407095  are  limited  to  methods 
including  the  employment  of  storage  batteries  carried  iipon 
the  oars,  and,  if  valid,  at  all  in  view  of  the  State  of  the 
art  (vfhioh  we  doubt),  are  not  infringed  by  the  apparatus  you 
propose  to  employ. 

-The  Main  patent  No. 407086  is  limited  to  combinations  involv¬ 
ing  the  use  of  storage  batteries  upon  the  cars^ which  you  do 
not  propose  to  employ,  with  the  exception  of  one  claim,  {the 
8th,  )whioh  is  limited  to  Main's  precise  gearing, vfhi ch  you  do 
not  enploy. 

•The  Main  patent  No. 407094,  so  far  as  it  has  any  pertenency  at 
alibis  limited  to  a  "Watt  sun  -and-planet  movement"  having 
a  non-rotating  driving  member  with  guides  to  secure  the 
parallel  movement  ofthis  manber^and^^iotion  brdee  for  permit  ¬ 
ting  rotation  of  thismenber  to  a  greater  or  less  extent, 
all  of  which  features  you  do  not  enploy. 

We  find  no  common  ground  oPinvent ion  existing  between  MaUtf' s 


apparatus  and  the  apparatus  of  yourhovrn  ui^on  v/hioh  »*ain  v/ould 
bs  entitled  to,  a  claim  which  \70uld  be  infrinrjed  by  your  ap- 
paratiis. 

Generally^  all  the  claims  of  the  Main  patents  are  limited  to 
features  of  construction  which  you  do  not  enploy. 


— Reasons - 

A  few  words  first  as  to  the  relation  between  the  four 
patents  of  Main  under  consideration.  They  all  show  and  des¬ 
cribe  the  sane  apparatus.  Patent  No.  407^86  was  grant  edJ^^ 
an  application  filed  Oct  .28th,  1887.  Pa  tents  407093  and  40709(r 
Nero  granted  upon  divisions  of  the  ^jpli cation  filed  Oct. 28th, 

11887/  and  were  filed  respectively  August  21st, 1888  and  May  15th 
1889.  While  patent  407094  was  granted  upon  an  e®>plio:ation 
filed  Augixst  21st,  1888. This  fact  as  to  the  dates  of  filing 
is  unimportant,  since  the  entire  subj  ect-matter  i s  sho’.vn 
in  the  first  application  filed  Oct. 28th,  1887, but  the  relation 
betvfeen  the  patents  in  another  respect  ^  important. Patents 
407093  and  407095  are  upon  methods  for  the  propulsion  of 
vehicles  by  electric  motors.  The  dominating  id  eaof  patent 
No. 407093  being  that  the  motor  is  disconnected  from  the  vehi¬ 
cle  and  allowed  to  rotate  »fliile  the  vehicle  is  at-  rest, while 
in  Patent  407095  there  is  added  to  this  feature  of  discon¬ 
necting  the  motor,  the  feature  of  maintaining' the  speed  of 
the  motor  practically  constant  and  changing  the  speed  of 
the  vehicle  by  varying  the  ratio  of  transnd  ssion  and  also 
by  gradually  applying  the  power  of  the  motor. 

The  ratio  of  transmission  is  varied  by  employing  two  or 
more  trains  of  gears,  speeded  differently  and  thrown  iAto 
operation  as  required,  while  the  gradual  appli- 


tation  of  the  power  of  the  motor  is  obtained  by  means  of  a 
friction  brake. 

Main  sets  out  in  these  two  method^-patents  that  th2  se 
features  of  operation  are  specially  useful  in  connection  with 
storage  batteries  candied  directly  by  the  oai’,  and,  since  all 
these  features  of  operation  are  fully  described  in  early  pa¬ 
tents  taken  out  by  you,  (See  Eng. Patent  No. $3894 A, j).  1880), 
Main  was  permitted  to  obtainthese  patents  with  claims  for 
the  same  methods  of  operation  which  are  sot  out  in  your 
patents  by  limiting  his  claims  to  the  use  of  storage  batter¬ 
ies  upon  the  oars. 

VAe  are  inolindde  to  ihink  that  a  rigid  analysis  of  the 
subject  would  show  that  there  is  no  patentable  difference 
between  using  these  methods  of  operation  upon  an  electric 
^teil^vay  :  operated  by  a  line  circuit  as  in  your  English  patent, 
and  upon  one  operated  by  storage  batterjercarrled  by  the  oars 
as  in  Main's  patentj 407093  and  407095,  but  it  does  not-,  be¬ 
come  necessaiy  for  us  to  pass  upon  this  question,  since  in 
your  Rail^vay  apparatus  you  propose  to  use  a  line  ftirouit, 
and  not  storage  batteries. 

In  the  Main  patent  No. 407086  this  idea  that  there  Isa 
patentable  distinction  between  the  same  car-apparatus  used 
wltti  a  line  9ircuit  and  with  a  storage  battery/ 4b  made  use  of 
as  the  foundation  for  a  number  of  cleiims  which  would  be  anti¬ 
cipated  by  your  English  patent  referred  to,  if  it  were  as¬ 
sumed  that  the  storage  battery  and  line  Circuit  were  the 
eqtiivalents  for  the  apparatus.  Thus  the  fh’st  four  claims 
df  this  patent  are  for  combinations  which  are  fully  described 
in  your  patent  under  the  assumption  referred  to. 


We  are  Inolinded  to  the  opinion,  ae  we  are  also  of  the 
two  method  patents,  before  refeiTOd  to,  that  these  claims  are 
not  patentable  over  your  pat  ent'but  the  (sxistenc^e  of  your 
patent,  at  least  makes  it  certain  that  the  limitation  to  the 
use  of  a  storage  battery  contained  in  these  claims  is  a  vital 
limitation, and  haice  your  apparatus  would  not  infringe  the 
claims  HgaiHSlc  them-solves.  Claims,  5,  6  and  7,  of  this 
patent,  No. 407086,  are  also  limited  to  the  use  of  a  batttery 
upon  the  oar.  They  are  similar  to  claims  1,  2,  4  except  that 
the  "sun-  and-planet"  gear  is  specifically  included  as  an  ele¬ 
ment,  and  with  the  ihrther  limitation  of  the  friction  brd^o 
or  equivalent  for  connect  in g  the  gear  with  the  driving 
shaft,  which  is  an  additional  feature  not  in  your  appara¬ 
tus. 

The  8th.  claim  of  this  patent  does  not  appear  to  have 
the  battery;  as  an  element,  but  it  is  limited  to  the  peculiar 
gearjand  friction  brakes  which  you  do  not  employ. 

The  Main  patent  No. 407094  thus  becemos  the  only  patent 
of  the  four  vfhich  it  is  necessary  to  consider  with  care 
detail,  In  this  connection,  the  appai’atus  should  first  be 
und  erst  00  d.  V 

Upon  a  shaft  located  transversely  beneath  the  oar  body 
and  centrally  between  the  forvfard  and  rear  axles,  is  mounted 
the  electric  motor,  ths  armature  of  the  motor  being  placed 
directly  on  the  shaft.  This  shaft  has  loosely  mounted  upon  it 
a  double  sprooket.rtTheel,  or  two  sprocket^-wheels  secured 
rigidly  together,  fron  which  two  endless  chains  run  to  sprock- 
-etwheels  upon  the  forward  and  roar  axles  of  the  oar. The 
sprocket rwheels  uiwn  the  car  axles  are  made  in  tvra  parts, 
one  rigidly  connected  with  the  axle  and  the  other  loose  upon 


—  5~ 


tha  axle  but  connected  with  the  first  partby’  springs,  so  that 
there  is  a  yielding  power-connection  between  the  chains 
and  the  oar  axles. The  double  sprocket-wheel  is  connected  with 
the  central  driving  shaft  upon  which  it  is  sleeved  by  either 
of  two  trains  of  gears,  which  reduces  the  speed  of  the  shaft 
in  different  ratios,  and  which  are  alternately  connected  with 
the  shaft  through  frictional  devices  by  means  of  which  a 
slip  can  be  produced  in  starting  so  as  not  to  apply  the  povrer 
of  the  motor  sudden?.jr  as  would  be  the  case  if  a  positive 
clutch  were  employed. This  gearing  is  the to  be  care¬ 
fully  oonsidored.lt  is  stated  in  the  patent  to  consist  of 
"a  novel<‘  application  of  whfct  is  known  as  the  'Watt  sun-and- 
planet  gear".  It  seems  to  be  well  authenticated  that  some 
fellow  spying  around  Watt's  laboratory  ascertained  that  he 
intended  to  juso  with  his  steam  engine  a  crank  to  convert 
reciprocating  into  rotary,  motion,  and  went  off  and  took  out^, 
a  patent  on  it,  whereupon  Watt  produced  his  sun-and-planet 
movement,  as  a  substitute  for  the  crank  movement  for  use  on 
his  steam-engine.  This  movement  is  shocm  in  sketch  1. 


the 

driving  wheel  "W".  Another  gear  "B"  is  fixed  on  the  end  bf ; 
the  pitman  "C"  and  is  swung  from  the  driving  shaft  by  a  link. 
The  moveraentof  the  pitman  "C"  carries  the  wheel  "B"  aroiind 
the  vfheel  "A"  turning  the  latter  and  the  driving  wheel. 

This  may  be  modified  so  as  to  place  the  wheel  "B"inside  of 
the  wheel  "A"  as  shown  in  sketch  2. 


Or  ina-tead  of  having  the  wheel  "B"  moved  by  a'pitman,  it  may 
be  given  a  oorreaponding  motion,  by  means  of  an  eccentric  i 
shown  in  skebbh  3. 


It  will  be  seen,  that,  if  the  wheel  “B"  in  any  one  of 
the  th£-ee  sketches  is  allowed  to  rotate  on  its  own  axis,  it 
will  not  transmit  motion  to  the  wheel  “A".  Hence  in  sketches 
1  and  2,  the  wheel  "B"  must  be  undHx  fixed  to  the  pitman, 
while  in  sketch  3  the  vflieel  "B"  must  be  under  the  control 
I  of  guides  VAhich  will  secure  the  same  le  rail  el  movement  of  . 

the  \rheel,  as  is  secured  by  fixing  the  wheel  to  the  pitman 
in  sketches  1  and  2.  It  is  the  form  of  the  Watt  sun-and- 
planet-gear  shown  in  sketch  3,  v/hioh  is  employed  in  the  Main 
apparatus.  The  jpoides  employed  by  Stain  (see  figures  9  and  10 
of  patent  407094)  consist#  of  lugs  12  projecting  horizontally 
from  one  face  of  the  wheel, 3,  vfhich  corresiionds  with  the  wheel 
"B"  in  sketch  3,  and  entering  a  grove  13,  in  the  head  15, 
which  is  secured  by  studs  19,  working  in  socketsKJ  in  the 
pheriphery  of  pulley  17;  that  is  to  say,  the  propelling  wheel 
of  the  sun-and-pl anet  gear,  is  guided  by  gr<^es  in  a  loose 
pull^  rather  than  in  a  stationery  structurej  This  pulley  is 
loose  upon  the  driving  fthaft;  ihtirfnet  in  fact  it  never  has  any 
operative  connection  with  the  driving  shaft. When  this  pulley 
is  held  stationery,  the  guides  become  st at ione  ry  and  the  dri- 


ving  wheal  of  the  sun-and-planet  gaar  transmits  movement  to 
the  Burrotindlng  v^heel  which  is  mounted  on  the  same  sleeve  as 
the  double  sprocket-wheel  which  is  connected  with  the  car 
axles.  If  the  pull ^  is  allowed  to  turn  loosely, no  movement  is 
transniltted^while^if  it  is  retarded  by  the  friction  brake 

I  described  in  the  Main  patent,  the  motion  transmitted  will  bo 
in  proportion  to  the  friction  exerted  upon  tlie  pulley.  It  is 
as  if  in  tfketcheslland  2,  the  wheel  B  were  loose  upon  the  end 
of  the  pitman  C^and  were  cenneoted  with  it  by  a  friction 
brake, which  catldbe  adjusted  to  make  the  connection  a  rigid 
one,  or  so  as  toj;.give  any  degree  of  slip  desired, There  are 
two  sets  of  these  gears,  upon  the  di’ivlng  shaft, giving  dif¬ 
ferent  ratios  of  tranani ssion,  and  two  friction  brakes  are 
employed,  connected  wilh  the  same  operating  rods  but  working 
oppositely^  so  that  a  central  position  of  these  rods  throwibolh 
gears  out  of  connect  ion, while  an  extreme  position  in  one  di¬ 
rection  produces  an  application  of  the  brake  to  one  gear 
and  in  the  other  direction,  to  the  other  gear.  The  idea  seems 
to  be  that  differenoj(oe  in  speed  of  -the  car  will  be  produced 
by  changing  fTon  one  set  of  gears  to  the  other,  while  the  slip 
of  the  frictional  devices  will  only  be  enployed  at  the  moment 
of  starting. 

Thus  in  patent  No. 407095, it  is  stated  that  in  starting 
a  oar  after  the  battery  circuit  is  closed  and  the  motor 
brought  up  to  speed- 

"One  of  the  sets  of  gears  is  now  thrown  into 
"operative  connection  with  the  motor-shaft, a 
"little  slip  being  preferably  permitted  to 
"the  pulley  between  the  brake-shoes  at  first, 
"and  motion  is  imparted  frcsn  the  revolving 
"shaft  to  the  car. If  it  is  desired  to  graduate 
"still  fur-Hier  the  starting  speed  of  the  car, 
"the  slower  of  the  transmitting  gears  is  first 


- 8— 

"thrown  in  and  thon  the  faster.  After  starting 
"the  speed  of  the  ear  is  varied  by  changing  ‘ 
"in  like  mannorfrom  one  setnof  gears  to  the 
"other  Yfithout  varying  speed  of  rotatioi 

"of  the  motor  shaft.  Thus  in  climbing  a  grade 
"it  is  desirable  that  the  motion  of  the  oar 
"should  be  slov/er,  while  the  rotation  of  the 
motor-shaft  cent  Inueseto  be  rapid, and  those 
"conditions  are  secured  by  throwing  in  a  slow 
sat  of  transmitting  gears. " 

The  sun-and-planet  gears  soemf  to  b*  employed  by  reason 
of  their  compactness, although  Patent  No.  407094  describes 
an  advantage  which  would  not  be  present, possibly, in  a  simple 
train  of  gears  with  a  frictional  action  such  as  is  described 
in  your  English  patent.lt  speaks  of  the  absolute  and  delicate 
control  of  the  whole  apparatus,  and  it  states; 

{{That  these  advantages  flow  directly  from  the 
"fact  that  the  peculiarrreduoing  gear  employed 
"is  out  of  operation  vfhen  one  of  its  manbers 
"revolvesfreely,and  that  consequently  it  may 
"be  made  operative  by  the  sqipli cation  of  bralcej 
"to  the  revolving  manb  er,  the  mechanism  to  whi( 
"the  brake  is  applied  becoming  on  their  oan- 
"plete  application  a  fixed  part  of  the  frame¬ 
work  of  the  machine Mfc-an  abutment  upon  which 
"the  transmitting  gear  rests  wliile  operative." 
We  do  not  see  ^rtiy  this  same  advantage  would  not  be  possessed 
by  a  simple  train  of  gears  with  the  last  wheel  of  the  train 
sleeved  upon  the  car  axle  and  connected  with  it  by  a  fric¬ 
tion  ggexx  brake,  since  when  the  brake  is  not  applied  the 
wheel  will  run  free, and  v^hen  the  brake  is  fully  applied, the 
surfaces  will  bo  locked  together  and  be  without  relative  mo¬ 
tion.  The  only  difference  being  that-,  the  brake-shoe  and  the 
surface  to  which  it  is  applied  will  revolve  instead  of  re- 


mainins  stationery. 

In  support  of  the  idea  that  the  friction  brake  in  the 
Main  patentria  in  substance  simply  a  clutch,  it  is  stated 
in  patent  No. 407094  that; 

"It  is  necessary  to  provide  devices  for  the 
looking  of  the  pulley  17  in  order  to  effect 
"the  transmissioh  of  power  through  the  gears, 
"and  for  this  purpose  I  prefer  to  use  a 
"friction  clutch,  although  any  other  form  of 


"clutch  mechanism  may  be  enrployed. " 


We  are  now  in  position  to  consider  the  claims  of  patent 
No.  407094. 

Claims  1  to  10  aren  based  upon  the  construction  of 
sprocket  wheel  which  Main  uses  upon  the  car  axles,  the  same 

being  made  in  two  parts  connected  together  by  springs  so  as 
to  afford  a  yielding  spring-connection  between  the  axles  and 

the  motor.  Tjjis  feature  of  the  patent  you  do  not  iropose  to 
employ,  and  hence  wo  have  not  considered  with  care,,  the  scope 
of  the  claims  or  the  novelty  of  the  devices. 

Claim  11  covers  the  cemblnation  with  the  vehicle  and 
electric  motor  of  '• 


"s\in-and-planot  gear  wheels  connecting  the 
"mo toi*- shaft  with  the  driving  axle  of  the  vehi- 
"ole,and  guides  for  securing  a  constant  paral- 
"lel  motion  of  the  driving  monber  of  the  sun- 
"-and  planet  gear." 

These  guides  are  the  means  wo  have  before  referred  to  which 
perform  the  same  function  as  the  fastening  between  the  driv¬ 
ing  wheel  and  the  pitaan  of  the  Watt  movement.  Your  Rearing 
1  an  epi-cyclic  train,  and  is  not  the  Watt  sun-and-planet 
vjment  such  as  the  Main  uatent  refera  to.  ..nitviar  doe  a 


- 9- 


it  involve  the  necessity  for  securing  a  parallel  motion  of 
any  of  the  gears,  and, of  course,  it  does  not  have  the  “EUides"! 
of  the  claim,  or  any  equivalents  for  them. 

Your  gearing  is  represented  in  sketch  4. 


It  is  oonposed  of  two  \*»eel8  A, 3,  moxinted  loosely  on 
a  shaft  0^  and  gearing  with  an  intermediate  wheel  hf  which 
revolves  on  a  stud  fixed  to  the  shaft. Twp  electric  motors  are 
«nploy ed^ whi ch  are  connected,  one  to  each  of  the  wheels 
A,andB,,b5t  any  suitable  gearing,  as,  for  ins  tance,  by  belts 
running  to  the  pulleys  A  and  b,,  the  two. wheels  A^and 
I  being  revolved  in  opposite  directions,  )|as  shown  by  the 
arrov/s.  The  shaftb  C;  remains  at  rest  if  the  wheels  have 
equal  speed}  it.  turns  in  the  same  direction  as  the  wheoH  B 
j^f  the  vfheel  B  is  rotated  faster  thai  the  wheel  A^and  it  ro¬ 
tates  in  the  same  direction  as  the  wheel  A  if  the  wheel  A 
rotates  the  faster.  In  this  manner,  by  changing  the  speeds  of 
the  wheels  A^and  B,,the  ear  can  be  driven  in  either  direc¬ 
tion  or  stopped  altogether  without  stopping  the  motors  and 
without  other  loss  of  power  than  that  due  to  the  gearing. 

Cladm  12  of  patent  No. 407094  is  limited  to  the  anploy- 
ment  of  a  friction  brefleo  in  connection  with  the  sm-and-pl^etj 
gear  wheels}  claim  13  has  the  same  limit  at  ions, but  is  still 
more  spec  if  ic.  Clajm  14  has  the  same  limitations  as  claim  13 
but  is  still  more  specific. 

Claim  15  is  limited  to  the  employment  of  two  or  more 
sets  of  sun-and-planet  gear  vfheels  with  guides  for  securing 
parallel  motion  for  the  di-iving  of  oaoh  set. 


—10 - 


Olaim  16  has  the  limitations  of  claim  15  but  is  more 
specific. 

Clatoi  17  is  limited  to  the  use  of  the  pulley  and  fric¬ 
tion  brake,  but  uses  broad  expressions  for  the  gearing.This 
claim  is  not  necessarily  limited  to  a  sun-and-planet  gearing 
but  it  is  limited  to  a  brake  for  airresting  the  movement  of 
one  meiribor  of  the  gear  and  this  limitation  makes  it,  a  claim 
which  your  apparatus  does  not  infringe. 

Claim  18  covers  the  combination  with  the  vehicle  and 
motor  of 

"a  rotating  brake  device  mounted  upon  the  mo- 
"tor  shaft,  a  set  of  differential  gear  wheels 
"between  the  motor  shaft  and  the  di’iving  axle 
"of  the  vehicle  and  guides  connecting  said  goa; 
"wheels  and  said  rotating  device." 

That  is^it  covers  loosely  mounting  the  driving  man- 
berof  the  Watt  gear  and  providing  a  brake  device  for  airest- 
ing  its  rotation.  This  claim  and  the  following  claim  are 
the  broadest  and  most  comprehensive  of  all  claims  in  the 
patent, but  it  seems  clear  that  they  have  limitations  which 
you  do  not  anploy. 

Claim  19  coversthe  combination  with  the  vdiiole  and 

motor  of- 

"A  train  of  sun-and-planet  gear  wheels### 
"the  initial  wheel  of  said  ksk  train  maintain- 
"ing  in  its  movements  positions  of  pprallelism 
"with  itself  when  transmitting  power." 

This  refers  to  the  guides  for  preventing  the  free 
rotation  of  the  driving  mentoer  of  the  train. 

ClaimrSO  and  21  are  still  moi'o  limited. These  are 
t^  last  claims  of  the  patent,* 


- 11 — 

Honce  it  would  appear  that  the  claims  of  this  patent  of 
Jtein  express  in  them-selves  limitations  which  are  not  enployed 
in  your  gearing. 

Aside  from  these  limitations  in  terms  vre  consider  the 
gearing  of  Main  to  he  stb stantially  different,  both  in  prin¬ 
ciple  of  construction  and  in  mode  of  operation, from  your 
gearing,  and  \re  do  net  see  that  therenis  any  principle  possess 
-ed  in  eonmon  by  both  apparatuses  upon  which  Main  might  have 
had  a  claim  which  woild  interfere  with  the  use  of  your  api^a- 
ratus.  Even  if  such  a  common  ground  could  be  found  by 
ingenious  experts,  it  seems  quite  clear  that  it  has  not  been 
claimed  in  any  of  the  Main  patents. 

Yours  very  tr\ily, 

xy- 


src/ZC 

Thomas  A.  Edison,  Esq. 

■■  Dear  Sir: 

Ro  Patont  Arbitration.  As  a  mttor  oP  Gonci’ai  in- 
'■orost  touohins  tho  iogal  aspoots  of  arbitration  a.^ro-anents,  yoa 
mi:;/  llAo  to  road  and  Hie  away  in  your  office  the  enclosed  opinion 
of  my  firm  on  tho  arbitration  agroOTont  recently  under  discussion 
This  opinion  was  prepared  to  furnish  tho  basis  of  a  final  disous-r 
Sion  between  the  lawjroys  i»hon  the  time  arrived  for  finally  uott- 
lihg  the  precise  terms  of  the  proposed  arbitration  asreoment,  that 
is  to  say  if  tho  plan  for  having  an  arbitration  had  suocoodod. 


120  Broadway, 

York  City  Juno  27,  1800. 


Very  truly  yi 


[ENCLOSURE] 


OPI^  of  EATOM  &  LEWIS  as  to  various  questions  arising  upon 
the  draft  of  Arbitration  .Agreement  between  EDISON  .ELECTRIC  LlfiHT  nnMPMTV 
THOMSON-HOUSTOW  ELECTRIC  COMPAMY. 

The  draft  of  agreement  as  submitted  to  us  contains  four' classes 
of  questions  for  submission  to  arbitration. 

Ca]  The  first  class  may  be  called  preliminary.  It  includes 
all  questions  which  may  arise  prior  to  the  time  when  the  Issue  becomes 
sharply  drawn  between  the  two  Companies  as  to  what  patents  each  owns 
that  the  other  infringes;  and  the  character  of  the  questions  that  may 
be  submitted  to  arbitration  during  the  pendency  of  what  may  be  called 
the  period  of  pleading,  may  be  seen  by  an  Inspection  of  subdivision  [e] 
of  theiourth  clause  of  the  agreement. 

The  general  scheme  of  the  agreement  Is  that  between  the  time  of 
Us  delivery  and  the  time  when  the  sefio'us  business  of  arbitration  really 
begins,  various  questions  may  arise  between  the  parties  as  to  whether 
one  or  other  has  failed  in  giving  reasonable  access  to  its  shops  or 
plants  for  the  purpose  of  inspection, .  or  whether  either  party  should, 
for  any  reason,  be  entitled  to  an  extension  of  time  in  which  to  make  Us 
inspection,  or  to  serve  notice  of  its  claim;  other  possible  questions 
of  a  like  nature  may  also  arise  under  the  fourth' clause;  and  it  is  pro¬ 
vided  by  the  agreement  that  these  questions,  in  the  event  of  disagree¬ 
ment  between  the  parties  themselves,  shall  be  left  to  the  arbitrators. 

.  [b]  The  second  .class  of  questions  arises  after  issue  joined 
between  the  two  parties,  upon  the  various  patents  owned  by  each,  which 
the  other  party  is  claimed  to  have  Infringed,  and  the  awards  sought  from 
the  arbitrators  In  this  class  of  cases,  are  money  damages  for  past 
Infringement. 

[c]  The  third  class  of  questions  arising  under  the  agreement, 
is  as  to  the  amount  of  royalty  which  each  party  shall  pay  to  the  other 
as  a  consideration  for  the  right  to  manufacture,  use.  and  sell  the  in¬ 
ventions  embraced  In  the  Letters  Patent  which  it  shall  be  found  to  have 
infringed,  either  by  its  own  admission  or  by. the  adjudication  of  the 
arbitrators,  during  the.  respective  terms  of  the  patents  so  infringed;  and 


[ENCLOSURE] 


2. 

[d]  The  fourth  class  of  questions  arise  upon  the  amount  of 
royalty  which  each  party  shall  pay  to  the  other  for  the  right  to  use  the 
Inventions  covered  by  Letters  Patent,  for  which  applications  are  now 
pending  in  the  Patent  Office,  In  the  event  of  such  Letters  being  granted, 
during  the  terms  for  which  they  shall  be  respectively,  granted;  the  use 
of  the  same  to  be  in  or  In  conneotlon'with  apparatus  of  Its  manufacture, 
and  the  inventions  so  used  to  be  such 'as  It  nov/  uses  In  or  In  connections 
with  apparatus  of  its  present  standard  manufacture. 

The  subordinate  questions,  which  it  may  be  necessary  for  the 
arbitrators  to  decide  in  order  to  determine  the  main  questions  under 
each  of  the  last  three  classes  relate  to  validity  of  patents,  as  well 
as  the  nature,  extent  and  money  value  of  devices  Infringed,  the  charac¬ 
ter  and  extent  of  proofs,  the  admissibility  and  necessity  for  evidence, 
and  the  methods  and  rules  of  procedure. 

The  principal  questions  which  we  have  been  asked  to  consider 
are,  first,  whether  there  are  any  legal  obstacles  In  the  way  of  an 
arbitration  such  as  is  contemplated,  secondly,  whether  pending  the 
proceedings  before  the  arbitrators  either  of  the  parties  may  revoke  the 
agreement,  thirdly,  v;hat  the  rule  of  damages  would  be  for  such  revoca¬ 
tion,  and  fourthly,  whether  after  an  award  is  reached  there  are  adequate 
remedies  for  its  enforcement. 


PRELIMINARY  REMARKS. 

At  Common  Lav;  it  v/as  clearly  competent  for  two  or  more  parties 
having  controversies  with  each  other,  of  a  civil  nature,  to  submit  them 
to  arbitration,  and  by  such  submission  to  invest  the  award  of  the  ar¬ 
bitrators  with  the  character  and  attributes  of  a  binding  legal  obliga¬ 
tion.  It  is  true  that  Courts  of  Equity  would  not  specifically  enforce 

such  an  award,  but  their  refusal  v/as  not  based  upon  any  hostility  to 
the  idea  of  arbitration,  but  rather  to  their  disinclination  to  force  a 


[ENCLOSURE] 


3. 

party  Into  compliance  with  a  decree  which  might  never  have  been  within 
reasonable  oomteraplation  of  the  parties.  They  held  that  the  party 
ought  to  have  a  locus  pen! tentlae.  Courts  of  Law,  however,  upheld  the 
validity  and  binding  force  of  awards,  entertained  suits  for  their  breach 
and  gave  full  measure  of  damage  against  the  non-complying  party. 

In  many  States  statutes  have  been  passed  establishing  forms 
and  methods  of  arbitration,  but  their  existence  has  been  generally  held 
not  to  abrogate  or  modify  the  right  of  submission  according  to  the 
Common  Law.  The  two  systems  are  commonly  regarded  as  collateral  and 
Independent.  They  subsist  beside  each  other  but  without  Interfenoe  with 
each  other. 

Morse  on  Arbitration  p.  43. 


Such  Is  the  rule  in  Massachusetts: 


Deerfield  vs.  Arms,  [20  Plclc.  480.] 

Wallace  vs.  Carpenter,  [13  Allen  19,] 

Pond  vs.  Harris,  [113  Mas.s.  114.] 

[139  Mass.  483.] 

And  such  is  the  later  rule  in  New  York,  although,  since  the  Code 
of  Civil  Procedure,  many  of  the  provisions  of  the  statutory  mode  of 
arbitration  are  made  expressly  applicable  to  all  arbitrations. 


Wells  vs  Lain 
Dletrlck  vs.  Richley, 
Cope  vs.  Gilbert, 
Burnside  vs.  Whitney, 
Bulson  vs.  Lohnes, 
Matter  of  Schafer, 
Lorenzo  vs.  Deery, 

Day  vs.  Hammond, 

People  vs.  Nash, 

Code  of  Civil  Procedure, 


[15  Wend. 98.] 

[2  Hill  271.] 

[4  Denlo  347.] 

[21  N.  Y.  148.] 

[29  N.  Y.  291.] 

[3  Abb.  Pr.  N.S.234.] 
[26  Hun.  447.] 

[57  N.  Y.  479.] 

[Ill  N.  Y.  310.] 

Secs.  2365  ,  2367, 


2369,  2370,  2382,  .2383,  2384,  2385,  2386. 


SUBJECTS'  OF  ARBITRATION.  . 

A  greater  variety  of  controversies  may  be  submitted  to  arbitra¬ 
tion  at  Common  Law,  than  can.  In  general,  be  done  under  Statutes  regulat¬ 
ing  the  subject.' 

For  example,  it  Is  provided  by  the  New  York  Statute  that  the 


[ENCLOSURE] 


controversy  to  be  subtnUted  must  exist  at  the  time  of  the  submission, 
and,  that  it  mus.t  be  a  controversy  that  might  be.  the  subject  of  an  action, 
[Code  Sec.  2366]  And  It  Is  provided, by  the  Massachusetts  Statute  that 
any  controversy  which  might  be  the  subject  of  a  personal  action  at  law, 
or  of  a  suit  in  .equity  may  be  submitted  to  the  decision  of  one  or  more 
arbitrators,  and  the  controversy  must  apparently  exist  at  the  time  the 
agreement  Is  made  to  arbitrate,  [Public  Stats,  Ch,  188,  Sections  1  &  2] 
All  arbitrations  authorized  by  Statute  are  in  general  included 
within  the  limits  of  controversies  already  in  existence  at  the  time  of 
submission  to  arbitration,  but  there  ip  manifestly  a  wide  class  of  oases 
where  parties  agree  to  submit  to  arbitrators  the  decision  of  a  question 
a3o.n  the  decision  of  which,  their  rights  as  against  each  other  grow  into 
demM^  or  controversies,  as,  e,g,  where  a  contractor  agrees  with  a  sub- 
oontiractor  for  the  building  of  a  certain  section  of  railway  for  a  Com¬ 
pany,  and  to  pay  the  sub-contractor  such  sum  as  may  be  determined  to  be 
a  fair  price,  by  the  Chief  Engineer  of  the  Company  and  so  certified  by 
him.  In. such  a  case  there  is  clearly  an  agreement  for  an  arbitration 
and  yet  it  does  not  fall  within  the  oases  which  may  be  made  the  subjects' 
of  statutory  arbitration. 

Of  , this  class  of  oases,  are  the  following; 

Canal  Co,  vs.  Coal  Co,  [50  N,Y,250.] 

Byron  ys.  Low,  [109  N,  Y,  291.] 

Seward  vs,  Boohester,  [109  N.  Y,  291.] 

.Sv7eet  vs.  Morrison,  [116  N.  Y.  19.] 


REVOCATIOH. 

At  Common  Lavj,  either,  party  to  an  arbitration  might  revoke  the 
submission  and  thus  oust  the  arbitrators  of  jusisdiction  to  render  a 
valid  award.  It  has  been  held  by  the  New  York  Court  of  Appeals  that 
a  party  is  not.preoluded  from,  this,  even  in  the  face  of  a  solemn  covenant 
not  to  revoke,  contained- in  the  articles  of  submission  themselves. 

People  vs.  Nash,  Supra. 

And  in  New  York,  since  1880,  it  has  been  expressly  provided 


fENCLOSURE] 


by  Statute  that  a  party  may  revoke  a  submission,  whether  the  proposed 
arbitration  be  one  as  prescribed  by  Statute  or  be  one  undertaken  In 
conformity  with  Common  Law. 

Code  See.  2383. 

The  . revocation  under  that  section  of  the  Code  may  be,  made  at  , 
any  time  before  the  allegations  and  proofs  of  the  parties  have  been 
closed. 

In  Massachusetts  the  same  rule  exists  In  Common  Law  arbitrations, 

Wallis  vs.  Carpenter,  supra. 

Pond  vs.  Harris. 

•But  In  arbitrations  under  the  Massachusetts  Statute  neither 
party  has  the  right  to  revoke  a  submission  without  the  consent  of  the 
other,  and  If  either  party  neglects  to  appear  after  due  notice,  the 
arbitrators  may  proceed  to  hear  and  determine  the  cause. 

Public  Statutes,  Ch.  188,  Sec.  8. 


■DAMAGES. 

At  .common  law  the  damages  recoverable  for  breach  of  a  contract 
to  submit,  or  for  revocation  of  a  submission,  were  usually  little  more 
than  nominal.  The  rule  subsequently  grew  into  a  somewhat  definite  form, 
and  the  elements  of  damage  were  adjudged  to  be  the  expenses  of  the  other 
party  in  preparing  for  and  conducting  the  arbitration  to  the  point  when 
revoked,  and  the  value  of  any  cause  of  action  released  by  the  party  so 
damaged. 

Morse  on  Arbitration,  p,  90. 

And  Lord  Elden  In  one  case  recommended  the  practice  of  liquidat¬ 
ing  the  damages  In  advance.  ' 

Street  vs.  Rigsby,  [6  Ves,  Jr.  814.] 

It  would  appear  that  In  Massachusetts,  the  common  law  rule 
as  above  stated,  prevails  In  oases  of  arbitration  not  arising  under  their 
statutes. 

It  would  seem  to  be  doubtful,  however,  under  their  oases,  whether 


[ENCLOSURE] 


3. 

any  substantial  damages  could  be  recovered  for  a  revocation,  even,  if 
liquidated  by  the  parties  in  advance. 

It  was  held  in  the  case  of  Wallace  vs.  Carpenter,  [13  Allen  19,] 
that  a  plaintiff  was  not  entitled  to  recover  the  sum  of  $1,500.  as 
liquidated  damages  although  the  sum  was  mentioned  as  liquidated  damages 
in  the  agreement.  The  learned  Judge  cites  the  case  of  SHUTEvs.  TAYLOR 
[5  Metcalf  61]  in. which  the  Court  says:  "It  is  not  always  the  calling 

of  t'-hs  sura,  to  be  paid  for  the  breach  of  contract,  llqui dated. daraages, 
which  makes  it  sot  in  general,  it  is  the  tendency  and  perferenoe  of  the 
law  to  regard  the  sum,  stated  to  be  payable,  if  the  contract  is  not  ful¬ 
filled,  as  a  penalty,  and  not  as  liquidated  damages,  because  then  it 
may  be  apportioned  to  the  less  actually  sustained." 

See  also  the  dictum  of  Judge  DE7ENS  in  Pond  vs.  Harris,  supra. 

No  rule  of  damages  whatever  is  provided  for  oases  under  the 
Massachusetts  Statutes  for  the  reason  that  neither  party  can  revoke  the 
submission,  in  arbitrations  Instituted  in  conformity  with  them. 

In  New  York,  the  same  rule  prevails  in  both  common  law  and 
statutory  arbitrations.  •.  The  rule  of  damages  is  made  the  subject  of  a  • 
statute  and  by  Its  terms  expressly  applies  to  all  arbltratiuns.  This 
rule  entitles  the  non-revoking  party  to  "recover  all  the  costs  and  other 
expenses,  and  all  the  damages,  which  he  has  incurred  in  preparing  for  the 
arbitration,  and  in  conducting  the  proceedings  to  the  time  of  the  re¬ 
vocation."  Code  Sec.  2384.  .And  then  for  the  purpose  of  settling  all 
questions  on  the  subject  at  rest,  the  Legislature  enacted  Sec.  2385 
.of  the  Code  which  provides  that  no  other  "sum,  penalty,  forfeitufce  or 
damages,"  shall , be .recovered  "for  a  revocation .of  a  submission . to 
arbitration,”  "notwithstanding  any  stipulated  damages,  penalty,  or 
forfeiture,  expre.ssed  in  the  submission,  -or  in  any  Instrument  collateral 
thereto.” 

In  .the -class’ of  arbitrations,  however,,  referred  to  above,  which 
amount  to- conditions  precedent,  a  practical  remedy,  for  the  enforce¬ 
ment  of  the  agreement  to  refer,  exists  in  the  very  nature  of  the  agree¬ 
ment  itself;  Of  this  character,  are  the  questions  arising  under  the 


[ENCLOSURE] 


third  and  fourth  classes  . In  the  draft  agreement  jDetv/een  The  Edison'  and 
Thomson-Houston  Companies. 

It  will  be  seen  that  if  the  Edison  Company  should  license  the 
Thomson-Houston  Company  to  manufacture,  sell  and  use  the  inventions 
covered  by  one  of  its  patents  during  the  life  of  the  patent,  at  a  royalty 
to  be  determined  by  arbitration,  and  the  Edison  Company  should  after¬ 
wards  refuse  .to  arbitrate  as  to  the  royalty,  the  Thomson-Houston  Company 
would  have  an  ample  remedy  for  the  other’s  breach.  It  would  still 
have  the  license  and  v/ould  not  be  obliged  to  pay  any  royalty  whatever 
uhCll  the  Edison  Company  should  agree  to  submit  the  question  to  arbitra¬ 
tion.  In  other  v/ords,  the  actual  submission  would  become  a  condition 
precedent  to  any  claim  whatever  for  royalty.  On  the  other  hand  if  it 
v;ere  the  Thomson-Houston  Company  that  refused  to  submit  to  arbitration, 
the  Edison  Company  could  revoke  its  license  and  sue  for  damages  which 
would  be  measured  by  the  reasonable  value  of  the  use  of  the  patent. 

A  o-tass  of  cases  has  arisen  in  New  York  in  which  this  doctrine 
is  laid  down  and  established. 

In  the  case  of  the  Canal  Co.  vs.  Coal  Co.  [60. H.  Y.  250]  1872j 
the  plaintiffs  agreed  to  allow  the  defendant  to  use  their  canal  as  it 
then  was  the  purpose  of  Iransporting  coal,  charging  and  collecting  there¬ 
for  a  toll  at  so  much  per  ton.  A  provision  was  inserted  in  the  contract 
that  in  case  of  the  enlargement  of  the  canal,  the  plaintiffs  might 
recover  an  additional  toll  to  be  ascertained  or  estimated  upon  a  certain 
basis,  to  wit:  one  half  of  such  .portlon  of  the  reduction  in  the  cost 
of  transportation,  per  tori,  .on  the  said  canal  as  should  be  estimated 
to  have  been  produced  by  the  erilargement  of  the  canal.  A  further 
provision  was  contained  in  the  agreement  t-hat  in  case  the  parties  should 
not  be  able  to  agree  as  to  the  amount  of 'reduction  on  the  cost  of  trans¬ 
portation,  it  should  be  submitted  to  two  persons  for  arbitration. 

It  appears  that  .although  arbitrators  were  chosen,  they  never 
had  a  meeting,  nor  vms  there  a  submission  of  the  matters  to  them,  but 
the  plaintiffs  sued  and  recovered  a  judgment  from  vjhich  the  defendant 


appealed. 


[ENCLOSURE] 


8, 

The  Court  held  [per  Allen.  J.]  that  the  settlement  of  the  cost 
of  reduction  by  the  parties  themselves,  or,  in  case  of  their  difference, 
by  arbitration  was  a  condition  precedent  to  the  right  of  the  plaintiffs, 
to  recover  additional  toll.  '  . 

The  learned  Judge  says:  'The  distinction  betv^een  the  tv;o 

classes  of  oases  is  marked  and  well  defined,  in  one  class,  the  parties 
undertake  by  an  independent  covenant  or  agreement  to  provide  for  the 
adjustment  and  settlement  of  all  disputes  and  differences  by  arbitration, 
to  the  exclusion  of  the  Courts;  and  on  the  other,  they  merely,  by  the 
same  agreement  which  creates  the  liability  and  gives  the  right,  qualify 
the  right,  by  providing  that  before  a  right  of  action  shall  accrue,  cer¬ 
tain  facts  shall  be  determined  or  amounts  and  value  ascertained,  and 
themselves  made  a  condition  precedent  either  in  terms  or  by  necessary 
implication. 

This  case  is  within  the  latter  class  and  the  con¬ 
dition  being  lawful,  ,the  Courts  have  never  hesitated, to  give  full  effect 
to  It." 

In  this  case  the  learned  Judge  .reviev/s  the  oases  decided  in  New 
•York,  as  well  as  the  English  ..oases,  and  holds  that  it  is  not  necessary 
that  a  provision  for  arbitration  should  be  put  in'  the  technical  form  of 
a  condition  precedent,  but  says  the  Court  will  give  effect  to  the  real 
intention  of  the  purpose  as  clearly  indicated  by  the  agreement.  The 
oases  of  Hurst  vs.  Litchfield .  [39vN.  Y,  377]  and-.Huggart  .vs.  Morgan.  [5 
N.  Y.  422]  are  distinguished. 

See. also 

.Byron  vs.  Low,  [109. N.  Y.  291.;] 

Seward  vs.  Rochester,  • [109  N.Y,  164.] 

Sweet  vs.  Morrison,  '[lie  .N.Y;1§.] 


•REMEDIES  TO  EMEORCE  AWARDS. 


At  common  law  an  award  of  arbitrators,  if  valid  upon  jurisdic¬ 
tional  and.  other  grounds,  created  an  obligation  enforoable  by  suit  at 


[ENCLOSURE] 


law.  It  could. not  be  specifically  enforced,  but  damages  could  be 
sought  for  its  non-fulfillment  by  either  party.  And  this  is  the  law 
to-day  in  both  common  lav;  arbitrations  and  in  many  statutory  ones. 

In  New. York,  in  such  arbitrations  as  are  provided  for  by  Statute, 
the  award  may  be  made  the  basis  of  a  judgment  without  bringing  suit  on 
it.  The  judgment  may  be  entered  directly  upon  confirmation.' 

Code  Sections  2373,  2378,  2379, 

And  such  a  judgment  may,  of  course,,  be  enforced  in  the  same  man¬ 
ner  as  a  judgment  regularly  entered  in  an  action. 

Section  2380. 

And  in  Massachusetts,  the  award  in  statutory  arbitrations,  may 
also  be  made  the  basis  of  a  judg.ment  of  the  Court,  upon  a  motion  for 
confirmation. 

Public  Stats.  Ch,  188,  Sections  2,  %  9,  .10. 

.'lav?  governing  agreement. 

The  Intention  of  the  parties  disclosed  when  making  the  agreement, 
determines  the  law  which  shall  govern  in  its  construction  and  enforce¬ 
ment,  We  have  assumed  that  the  agreement "would  contain  an  express  pro¬ 
vision  as  to  what  law  should  govern  in  its  construction,  and  we  have  ac¬ 
cordingly  confined  our  review  to  the  lav;s  of  Massachusetts  and  New  York, 

CONFLICT  OF.  JURISDICTION., 

An  unexpected  phase  of  the  questions  arising  under  the  first 
and  second  clauses  of  the  agreement,  viz:  as  to  the  claims  of  the 
parties  for  past  infringements  of  patents,  is  that  which  is  presented 
by  the  nature  of  these  claims. 

•A  claim,  for  infringement  of  a  patent  is  a  right  created  by  the 
Constitution  and  Laws  of  the  United  States;-  and  exclusive  jurisdiction 
of  such  claims  was  vested  in  the  Federal  pourts,  and  remained  there, 
certainly  until  the  passage  of  the  Act  of  March  3d.  1875.  Whether  it 


[ENCLOSURE] 


10; 

still  remains  exclusively  in  the  Federal  Courts  is  a  question  which,  under 
that  Act  and  the  Act  of  March  3,  1887,  and  the  decisions,  is  in  doubt. 

The  Court  of  Appeals  of  Nev/  York  has  recently  held  the  affirmative  of 
this  question,  and  it  is  probable  that  this  jurisdiction  of  the  Federal 
Courts  will  still  be  generally  held  to  be  exclusive  of  the  State  Courts. 

If  this  be  true,  then  a  difficulty  is  experienced  in  making 
claims  of  this  character  the  subject  of  arbitration  under  the  Massachu¬ 
setts  Statute;  because  that  statute,  _e  proprlo  vigore,  and  in  express 
terms  provides  that  judgment  shall  be  rendered  on  an  avmrd  of  arbitra¬ 
tors,  by  the  Superior  Court  of  the  State,  “as  upon  a  like  award  by 
referees."  Inother  words,  the  Statute  of  Massachusetts  provides  a 
tribunal,  with  certainly  no  greater  powers  then  its  Superior  Court,  to 
hear  and  determine  controversies  “which  might  be  the  subject  of  a  per¬ 
sonal  action  at  Law  or  of  a  suit  in  Equity."  It.  is. not  probable  that 
the  Legislature-  of  Massachusetts  intended  to  provide  that  its  Superior 
Court  should  have  power  to  Impart  legal  validity  to  a  judgment  of  arbitra¬ 
tors  upon  a  cause  of  action,  of  v;hich  the  Court  Itself  had  not  power  to 
take  cognizance. 

If  the  jurisdiction  of  questions  arising  under  the  Patent  Laws 
of  the  United  States  is  exclusive  in  the  Federal  Courts,  then  the  Massa¬ 
chusetts  tribunals  of  arbitrations,  equally  with  her  other  tribunals, 
are  without  jurisdiction  of  such  controversies. 

U.  S. Const;  Art.  1,  58.  Art  3  1, 

U.  S.  Revised. Stats.  S  S'  B29..711,. 4919, .4921. 

Act  of  March  3,  1875,  .  [18. U.S. Stats. 470.] 

Act  of  Marc,h-3.  1887.  [24. U.S. Stats.  562.] 

Public  . Stats.  Mass.  Chap.  188  j 5  1.  2.  8.  9,  10. 

Slocum  vs.  Maybury  [2  Wheat  9.] 

Teal  .vs.  .Felton  [i2. How. U.S.  284.]  1851. 

Mr.. Moses  Taylor  [4  Wall  429.] 

Railroad  Go.  vs.  Whilton,  [13  Wall  288] 

Gaines  .vs.  Fuentes,  [92  U.S.  17.] 

Claflin  vs.  Houseman,  [93  U.S.  136.] 

Hartell  vs.  Tllghman,  [99  U.S..547.] 

Mi  Her. -Magee  Co.  vs.  Carpenter,  [34  Fed., Rep. 433.] 

Williams  vs.  Sand  Co.  [35  Fed. Rep. 389.] 

Dudley  vs.  Mayhew,  [3  N.  Yi  9.] 

Hovey  vs.  Rubber  Co.,  [57  N.  Y.  119.] 

Dewitt  vs.  Elmira  Co.,  [66  N.  Y.  459.] 


[ENCLOSURE] 


11, 


Continental  .Co.  vs.  Clark.  [100  .•N.  Y.  365.] 
flat  Sweat  Co.'vs.  Reinoehl,  [102  N.  T.  .137.] 
■  Mayer  .vs.  Hardy,  .  [3;N.  T.  Supp.  '881.] 

Childs  vs.  Tuttle,  [7  N;  Y;  Supp.  59, 227,] 
Nash  vs.  Lull,  [102  Mass.  60.] 

David  vs.  Park,  [103  Mass.  501.] 

Jackson  .vs.  Allen,  [120  .Mass. 64.] 

.Smith  vs.  Ayrault,  [39  N.W.Rep,  724.] 


COHCLUSrOM. 

So  far  as  the  claims  for  past  Infringement  are  concerned 
the  Statutes  of  Massachusetts  and  New  York,  are,  In  our  judgment,  equally 
Inadequate  to  meet  the  views  of  the  parties. 

In  Massachusetts  the  jurisdictional  question  discussed  above 
Is  too  serious  to  justify  a  resorir  to  Statute  arbitration. 

In  New:York  the  Statute .adds  nothing  to-  the  common  law  on  the 
subject,  of  advantage  to  our  purposes,  and  there  Is  the  additional  ground  of 
objection  growing  out  of  the  conflict  of  jurisdiction  above  discussed. 

Disregarding  the  Statutes  of  both  States,  these  claims  are  of 
a,  character  which  might  be  the  subject  of  a  common  law  arbitration  in 
either  State,  and  In  either  one,  to 'as ‘small' disadvantage  as  In  the 
other. 

As  we  have  stated  before.  It  would  be  Impossible  to  provide 
against  revocation  by  either  party  before  the  proofs  were  closed,  .and, 
in  the  event  of  revocation,  the  party  revoking  would  only  be  held  In 
damages  to  the  extent  of  the  expense  of  the  other  party  in  preparing 
for  the  arbitration  and  In  conducting  the  proceedings . to  the  time  of 
revocation.  '  And  .neither  a  solemn  covenant  .not  .to  revoke,  nor  an  agree¬ 
ment,  In  advance,,  to  pay  a  penalty  as  a  condition  of  revoking,  would 
add. any  value. to  the  rights  of  the  non-revoking  party. 

Unless  otherwise  provided  In  t'.he  agreement  of  arbitration,,  the 
Court  would  probably  hold  that  all  the  patents  belonging  to  both  par¬ 
ties,  and  the  controversies  under  them.  Constituted  one  submission  and, 
therefore,  unless  the  proofs  before  the  arbitrators  were  closed  as  to  all. 


Ibascn — 


[ENCLOSURE] 


the  ravooatlon.as.to:one  claim  would  be  an  effective  revocation  as 
to  all. 

On  the  other  hand,  some  relief  from  this  situation. can  be  gained 
from  a  provision  in  the  agreement  that  each  patent  claimed. to  be  in¬ 
fringed  shall  be  the  suWect  of  a  separate  submission  and  award,  and 
that  one  shall  be  disposed. of  before  another  is  taken  up.  If  this  Is 
done,  a  revocation  as  to  one  patent  while  effective  as  to  that  patent 
will  not  operate  as  a  revocation  of  those  as  to  which  the  proofs  are 
already  closed;  If  this  course  were  pursued  the  parties  might  decide 
by  lot,  or  otherwise,  which  should  bring  the  first. patent,  before  the 
arbitrators,  and  from  that  time  forward,  the  parties  might  proceed  al¬ 
ternately  with. their  patents. 

The  disadvantages  resulting  from  this  method  of  procedure  would 
be  two-fold.  [a]  only  one  patent  could  be  pending  at  one  time  before 
the  arbitrato.rsron  which  patent  the  proofs  would  have  to  be  closed  before- 
the  taking  up.' another. .  and  [i]  unless  both  parties  agreed  at  the  time 
gf_olosing  the  proofs  on  the  last  patent  that  one  award  only  should  be 
rendered  embracing  all  the  patents,  the  arbitrators  would  have  to  render 
separate  awards  on  each  and  Independent  action  would  have  to  be  taken 
by  each  party  On  each  award  in  his  favor. 

We  cannot  say  whether  an  arbitration  of  these  claims  in  this 
way  would  meet  all  the  wishes  and  purposes  of  the  parties.  It  seems 
to  us,  however,  the  only  practicable  way  to  make  use  of  arbitration. 

If  an  ward  is  once  reached,  the  difficulty  above  referred  to 
disappears  and  the  prevailing  party,  if  the  owner  of  the  patent,  can 
make  use  of  the  award  by  a  suit  upon  It;  and.  If  he  be  the  party  against 
whom  . the  claim,  of  Infringement  was  made,  then  he  can  make  use  of  the 
award  as  a  defense  to  any  future  suit  for  the  s.ame  cause  of.,action; 

In  the  second  and  third. classes  of  cases,  the  subr 
mission  to  arbitration  is  not  to-  settle  and  determine  existing  oontro- 

— but  to  fix  a  royalty.  By  the  arbitration  agreement  a  gr^t 

may  be  made  by  each  party  to  the  other  of  a  license  for  the  respective 
terms  of  certain  patents.  No  royalty  whatever  is  payable,  unless  the 


[ENCLOSURE] 


parties  go  to  arbitration  and  have  It  fixed.  In  case  of  refusal  by 
the  licensor  to  arbitrate,  the  licensee  could  use  the  the  invention, 
royalty  free.  In  case  of  revocation'  by  the  licensee,  the  licensor, 
could  sue  for  damages  the  measure  of  v;hich  v/ould  be  a  fair  royalty,  or 
could  cancel  the  license. 

This  is  the  law  of  New  York : and,  therefore,  these  questions 
could  be  adequately  dealt  wl th  here. 

This  is  also  in  our  opinion  the  law  of  Massachusetts,  although 
not  so  distinctly  declared  by  decisions  there  as  by  our  Court  of  Appeals. 


CERTIFICATE  OF  ORGANIZATION 
of 


Ij  EDISON  industrial  WORKS. 

THIS  IS  TO  CERTIFY,  that  v/o,  SAMUELtlNSULL,  THOMAS 
BUTLER  and  SHERBURNE  B.  EATON,  do  hereby  associate  our¬ 
selves  into  a  Company,  under  and  by  virtue  of  the  provi¬ 
sions  of  an  Act  of  the  Legislature  of  New  Jersey,  entitled 
An  Act  Concerning  Corporations"  approved  April  7,  187S, 
and  the  several  supplements  thereto  and  Acts  anendatory 
thereof,  for  the  purposes  hereinafter  mentioned,  and  to 
that  end  we  do,  by  this  our  Certificate,  sot  forth: 


first: 

That  the  name  which  we  have  assumed  to  designate 
such  Company,  and  to  be  used  in  its  business  and  dealings, 
is "Edison  Industrial  Works." 

SECOND: 

That. the  principal  part  of  the  business  of  the  said 
Company  within  the  State  of  New  Jersey,  is  to  be  transacted 
in  Silver  Lake,  County  of  Essex,  which  shall  also  b e  th e 
principal  place  of  business  of  the  said  Company  within  the 
said  State.  The  said  Company  may  also  carry  on  such  por¬ 
tion  of  its  business  as  its  stockholders  or  its  Board  of 
Directors  may  from  time  to  time  deteimine  or  approve  of. 


out  of  the  said  State  of  Ne\y  Jersey,  and  may  also  have  one 
or  more  oPficoa  ana  plaass  of  businsss  out  of  the  said 
state,  the  principal  office  or  place  of  business  out  of  the 
said  State  and  within  the  United  States  of  America,  being 
in  the  City  of  New  York,  County  and  State  of  New  York;  but 
the  said  Company  shall  also  carry  on  such  portion  of  its 
said  business  as  its  stockholders  or  Board  of  Directors  may 
from  time  to  time  determine  or  approve  of,  in  any  other  or 
all  of  the  States  and  Territories  of  the  United  States  of 
America,  as  well  as  in  all  other  countries  throughout  the 
world,  or  any  of  them. 


THIRD: 

That  the  objects  for  v/hich  the  Company  is  formed  are 
(1)  To  manufacture,  buy,  sell,  lease  and  use  machinery, 
articles,  apparatus  and  devices  of  every  kind,  for  mechan¬ 
ical,  scientific,  raining  and  chemical  purposes,  and  gener¬ 
ally  to  manufacture,  buy,  sell,  lease  and  use  machines,  en¬ 
gines,  mechanical  devices  and  articles  of  all  kinds,  and  to 
carry  on  a  general  manufacturing  business;  (2)  So  far  as 
may  be  necessary  for  the  business  of  the  Company  and  the 
law  may  allovf,  (a)  to  manufacture,  purchase,  own,  sell  and 
use,  and  license  others  to  manufacture,  sell  and  use,  pat¬ 
ents,  patent  rights,  inventions,  processes  and  mechanical 
contrivances  relating  to  any  or  all  of  the  objects  for 
which  the  said  Company  is  formed,  as  herein  set  forth,  and 
(b)  to  enter  into  contracts  with  inventors  to  manufacture 
their  inventions,  to  acquire  rights  to  manufacture  under 


patents,  and  to  issue  stock  to  the  amount  of  the  value 
thereof  in  payment  therefor;  (s)  So  far  as  may  Be  oeslr- 
ablo  and  necessary  for  the  business  of  the  Company  and  the 
law  may  allow,  to  sell,  grant  and  assign  the  aforesaid  pat¬ 
ents,  patent  rights,  inventions,  processes  and  contriv¬ 
ances,  or  any  of  them,  either  in  whole  or  in  part,  and  to 
grant  rights  thereunder;  (4)  To  purchase  mines,  manufac¬ 
tories  or  other  property  necessary  to  the  business  of  the 
Company,  or  to  purchase  the  stock  of  any  Company  or  Com¬ 
panies,  owning,  mining,  manufacturing  or  producing  mate¬ 
rials,  or  other  property  necessary  for  the  business  of  the 
Company,  and  to  issue  stock  to  the  amount  of  the  value 
thereof  in  payment  therefor,  and  so  far  as  it  may;  legally 
be  done,  to  hold  shares  in  the  capital  stock  of  any  corpor¬ 
ation,  the  purposes  or  operations  of  which  may  be  connected 
with  the  obj  eots  for  which  this  Company  is  formed  and  may 
be  of  benefit  thereto;  (5)  Also,  so  far  as  the  same  may 
legally  be  done,  (a)  to  acquire,  hold  and  convey  in  th e 
State  of  New  Jersey  or  wherever  the  said  business  of  the 
Company  may  be  carried  on  as  herein  provided  for,  such  real 
estate  as  shall  be  necessary  to  the  convenient  transaction 
of  its  said  business,  (b )  so  far  as  it  may  legally  be  done, 
to  invest  the  funds  of  the  Company  in  the  stock,  bonds  or 
securities  of  other  corporations  owning  lands  situated  in 
the  State  of  New  Jersey  or  the  other  States  or  Countries 
herein  referred  to,  also  (c  )  to  mortgage  any  part  of  its 
real  or  personal  estate,  wherever  located,  and  to  issue 
bonds  therefor,  so  far  as  provided  for  by  lav/;  and 
S 


il  (6)  Generally  to  do  each  and  every  lavrful  act  incidental  te 
jj  the  said  bueihosa,  and  to  exercise  all  the  pov^ers  granted 
1|  to  corporations  by  the  Act  of  the  Legislature  of  the  State 

Ij 

i|  of  Nevf  Jersey  above  mentioned,  and  the  several  Acts  of  the 
said  Legislature  amendatory  thereof  and  supplemental  there- 

Lo. 

1 

i  FOURTH: 

The  total  amount  of  the  Capital  Stock  of  the  said 
Company  is  One  million  dollars  ($1,000,000.),  and  the  num¬ 
ber  of  shares  into  which  the  same  is  to  be  divided,  is  Ten 
thousand.  Of  said  stock.  Pour  hundred  eind  fifty  thousand 
dollars,  divided  into  Pour  thousand  five  hundred  shares  of 
I  One  hundred  dollars  each,  shall  be  Common  Stock,  Five  hun¬ 
dred  and  fifty  thousand  dollars,  divided  into  Five  tliouaand 
five  hundred  shares  of  One  hundred  dollars  each,  shall  be 
Preferred  Stock.  The  said  Preferred  Stock  shall  entitle 
the  holders  t®  receive  in  each  year  a  dividend  of  eight  per 
ij  centtun,  before  any  dividend  shall  be  set  apart  or  paid  on 
the  said  Common  Stock,  and  if  the  net  profits  in  any  year 
shall  not  be  sufficient  to  pay  a  dividend  of  eight  per 
centum  on  the  said  Preferred  Stock,  then  such  dividends 
shall  be  paid  thereon  as  the  net  profits  of  the  year  shall 
suffice  to  pay.  The  holders  of  the  Preferred  Stock  shall 
have  a  preference  on  the  assets  of  the  Company,  but  the 
dividends  thereon  are  not  to  bo  cumulative,  but  shall  be 
payable  each  year,  only  out  of  profits  of  that  year.  The 
said  Preferred  Stock  and  the  Certificates  tha-efor  may  be 

4 


issued  by  the  Board  of  Trustees  by  resolution.  The  amount 
with  which  the  said  Company  will  oonnience  busiheBS  is  Four 
hundred  and  fifty  thousand  dollars  of  Common  Stock,  divided 
into  Four  thousand  five  hundred  shares  of  the  par  value  of 
One  hundred  dollars  each. 

:  FIFTH: 

The  names  and  residences  of  the  stockholders  and  the 
number  of  shares  held  by  each  are  as  follovfs,  all  such 
shares  being  shares  of  Ooninon  Stock: 

il 

j|  Thomas  A.  Edison,  Orange,  N.  J.,  4,490  Shares. 

I  Samuel  Insull,  Orange,  N.  J.,  5  " 

I;  Thomas  Butler,  New  York  City,  5  " 

i 

I  SIXTH: 

The  period  at  which  the  said  corporation  shall  com¬ 
mence  is  the  twenty-eigh -fii  day  of  July,  1890,  and  the 
period  at  which  it  shall  terminate  is  the  twenty-seventh 
day  of  July,  1940. 

IN  WITNESS  WHEREOF,  we  have  hereunto  set  our  hands 
and  seals  the  24th  day  of  July,  A.D.,  1890. 

Samuel  Insull .  { Seal) 

Thomas  Butl er .  (Seal) 

(Seal.) 


Sherburne  B.  Eaton. 


|!  STATE  OP  NEW  YORK,  ) 

!|  ;  ss: 

|;  City  and  oounty  ur  Hoyt  y<M-k,  ) 

BE  IT  REMEMBERED,  that  on  this  24th  day  of  July, 

:  before  me  HARRY  Vf.  SIMPSON,  a  Notary  Public  for  the  State 
I  of  New  York,  residing  in  the  City  and  County  of  New  York, 
personally  appeared  Samuel  Insull, '  Thomas  Butler  and  Sher- 
I  burno  B.  Eaton,  who  I  am  satisfied  are  the  persons  named  in 
;  and  who  executed  the  foregoing  Certificate,  and  I  having 
I  first  made  known  to  them  the  contents  thereof,  they  did 
each  acknowledge  that  they  signed,  sealed  and  delivered  the 
I  same  as  their  voluntary  act  and  deed. 

Harry  W.  Simpson, 

;  (Seal)  Notary  Public  (247) 

I  N.  Y.  Co. 

STATE  OP  NEW  YORK,  ) 

I  City  and  County  of  New  York,) 

I  I,  EDWARD  P.  REILLY,  Clerk  of  the  City  and  County  of 

I  New  York,  and  also  Clerk  of  the  Supreme  Court  for  the  said 
!  City  and  County,  the  same  being  a  Court  of  Record,  DO  HERE¬ 
BY  OERTIPY,  that  Harry  W.  Simpson,  whose  name  is  subscribed 

I  to  the  Certificate  of  the  proof  or  acknowledgment  of  the 
annexed  Instrument  and  thereon  written,  was,  at  the  time  of 
taking  such  proof  and  acknowledgment,  a  Notary  Public  in 
and  for  said  County,  duly  conmissioned  and  svrorn,  and 
authorized  by  the  lavfs  of  said  State  to  taka  the  acknowl¬ 
edgments  and  proofs  of  deeds  or  conveyances  for  land,  tene¬ 
ments  or  hereditaments  in  said  State.  And  further,  that  3 
am  well  acquainted  with  the  handwriting  of  such  Notary  Pub- 

6 


lie,  and  verily  believe  that  the  signature  to  said  certifi¬ 
cate  of  proof  or  acxnowl augment  la  genuine. 

IN  TESTIMONY  WHEREOF,  I  have  hereunto  sot  my  hand 
and  affixed  the  seal  of  the  said  Court  and  County,  the  24 
day  of  July,  1890. 

(Saal)  Edward  F.  Reilly, 

Clerk . 


DEPARTMENT  OF  STATE. 


oC  HENRY  C.  KELSEY,  ^  o/  //»  o/ 

<Ia  IWWilJJ  tolifa,  /A/  c^/iy.  c/ /A  q3^-t/.^ca/^ 

- .Qr.ganlzat.ion - c^... . .'.',Ediaon...lntos.trial-Jfoj:;ks*:;.(....And...«ndor.senent 


Please  find  aibtached  hereto  a  complete  list 
of  all  the  contracts  and  other  fomal  doctiments  stored 
in  the  open  compartments (excluding  locked  compartments) 
in  yo'txr  large  safe  on  the  ground  floor  of  the  Labora¬ 
tory.  The  list  shows  what  the  compartments  contained 
in  August, 1890,  Vfhen  the  Kxamination  was  made. 

The  numbering  of  the  compartments  commences  at 
the  upper  left  hand  comer  and  extends  to  the  right 
along  the  upper  tier,  and  then  begins  with  the  left  hand 
compartment  of  the  second  tier. 

I  suggest  that  you  file  this  away  for  future 
reference.  I  have  kept  a  carbon  copy  for  my  files. 

Very  truly  yours. 


To 

Thomas  A.  Edison,  Esq., 

Edison's  Laboratory, 
Orange, 


V 


COMPARIMENT  NO.  I. 

Gannan  E.  Co.  for  applied  electricity  and 
Compagnie  Continentale  Edison  (  no  date  and  unsigned). 

T.A.E.  and  John  B.  Powell,  Oct.  18,1887,  Agrees 
ment  to  sell  to  piirchaser  procured  by  Powell  within  six 
months.  Patent  on  serial  application  llo.  241,246  for 
$100,000.  40X  commission  to  Powell. 

T.A.E. ,  D.M.&Co.,  E.P.Pabbri,  G.P.Lowrey  and 
Hon.  E.P.Boxxverie,  Peb . 18 , 1882  Agreement  to  assign  in 
England  and  British  Colonies  patents  and  improvements 
with  return  exclusive  license  to  T.A.E.  for  all  purposes  ! 
but  lighting.  | 

Ansonia  Brass  &  Copper  Co.  Sep.  5,1883'  Cont. 
for  copper  wire. 

Addition  to  Statutes  of  German  E.  Co.  for  ap¬ 
plied  electricity. 

T.A.E.  Jxrstus  B.  Eutz,  March  15,1889.  Agree¬ 
ment  as  to  royalty  on  E^tz  patents  assigned  to  T.A.E. 

T.A.E.,  John  Fleming  and  John  Henry  Pl^eston, 

J:an  29,1878.  Assignment  o^S'ents,  English  Mo.  384' 
(Multiplex  and  duplex  telephone)-.'7‘£L«j,n..,,iv  ?) 

Pour  Lamp  Co.  investment  agreements.  Dyer 
Howell,  Bradley  and  lowson. 


OOMPARTm'IT  NO.  2. 

T.  A.  E.  with  Frank  W.  Moore.  May  14,1838. 
Building  contract, 

T.  A.  E.  with  Robert  Gilliland  and  V/est ern 
Electric  Manufactxiring  Co.  Nov.  28,  18}f6.  Role  license 
to  manufacture  and  sell  electric  pens  in  U.  S.  and  Canada, 
covering  further  improvements.  (  U.  S.  Letters  Patent 
180,857,  and  Canadian  Letters  Patent  6,508.) 

George  B.  Prescott  to  T.  A.  E.  July 
Assignment  of  interest  in  Letters  Patent  190,898,  quad- 
ruplex  telegraphy.  ' 

T.  A.  E.  and  George  B.  Prescott  v/i  th  Andrea 
Fontana,  July  9,  1887.  Agreement  to  sell  Italian  quadru- 
plex  patent. 

T.  A.  E.  and  George  B.  Prescott .with  Cornelius 
Herz  and  Stephen  L.  Field.  Sept.  18,  1887.  Agreement 
to  assign  quadruplex  patents  in  Austria,  Spain,  France 
and  Belgium.  ,  * 

T.  A.  E.  and  George  B.  Prescott  with  Gerritt 
Smith.  May  1  ,187.7.  Agreement  vesting  title  to  British 
patents  No.  334  and  197  (  duplex  and  multiplex  telegraphy) 
in  said  three  parties  jointly. 

Same  parties.  May  31,  1877.  Additional  agree¬ 
ment  assigning  said  patents  to  William  Orton  in  trust. 

Gold  and  Stock  Telegraph  Co,  to  T.  A.  E. 


Jan.  31,  1879.  License  to  msike,  sell  and  use  acoust. 


/  ( 


telegraph  and  telephone  under  Canadian  patent  No.  8,025, 
except  for  transmission  and  reception  of  telegraphic  oonmu- 
ni cation. 

Same  parties.  Nov.  12,  1880.  Release  from 
T.  A.  E,  to  Company. 

Sold  and  Sto ckTe'legraph  Co.  with  Francis  1. 
Pape,  James  N.  Ashley  and  T.  A.  E.  April  18,  187o. 

Agreement  to  assign  inventions  in  printing  ;  telegraph:  i  .-, 
instruments.  (  Not  signed). 


COMPARTMENT  NO.  3. 


I 


Pelix  de  Lalande  and  Georges  Chaperon  with 
E.  A.  E.  Aug.  24,  1889.  Exclusive  license  to  manfacture 
use  aid  sell  battery. 

Same  parties.  April  8,  1890.  Thrther  license. 
T.  A.  E.  with  A.  B.  Dick  Co.  Deo.  31,  1889. 
License  to  manufacture  mimeographs  for  export. 


(1) 


COfJPARTMEMT  NO.  4. 

T.  A.  E.  withE.,  P.  T.M,.  Co.  April  30,  1890. 
Agreement  waiving  royalty. 

Drafts  of  several  Toy  Co.  agreements  never  ex¬ 
ecuted. 

T,  A.  E.  woth  Briggs  end  Jacques.  Oct. 

1,  1887.  Phonograph  agreement. 

Same  parties.  Nov.  25,  1887.  lUrther  agree¬ 
ment. 


(1) 


/ 


COMPARTIflSMT  NO.  5. 


Phonoplex  licpnsps. ,  All  in,  same  form. 

Philadephia,  Reading  ai d  Pottsville  Telegraph 
Co.  Oct.  1,  1886. 

Pennsllvania  Railroad  Co.  March  6,  1889. 
Kansfts  City,  Port  Scott  and  Memphip  R.  R.  Co. 
Jan.  19,  1889, 


National  Transit  Co.  Dec.  15,  1888. 
Baltimore  and  Ohio  H.  R.  Co.  Oct.  7,  1888, 
The  Tide  Water  Pipe  Co,  Ltd.  Nov.  15  1339. 
Kansas  C(fcy,?»te5iphis  and  Birmingham  R.  R.  Co. 
Jan.  21,  1890. 


A,,  T.  &  S.  P.  R.  R.  Co,  June  29, 
ntJXwntu/fS 

Th/  Great  Hortli  Western  Tel.  Co. 


1886. 

of  Canada  | 


Peb.  2,  1887. 


The  Southern  Kansas  Railway  Co.  July  15,1886, 
Preliminary  Agreement  four  instruments. 

Lehigh  Valley  Railroad  Co.  Dec.  31,1887. 

The  Canadian  Pacific  Railvmy  0  o.  April 

14,  I8S7. 

United  lines  Telegraph  Co.  March  23,  1886, 

12  agreements.  Licenses  to  seA  autographic 
press  for  one  year.  Dated  1875. 


Electro  Chemical  Manufactviring  Co.  with  Charles 


E.  Holland  and  George  H.  Bliss.  May  I5,I8K7.Sole  and 
exc  lusive  license  to  sell  duplicating  ink  in  foreign 
countries  for  five  years. 

T.A.E,  with  Lily  G.  Yeaton. Option  on  French, 
English,  Belgian,  Austrian,  Prussian,  Russian^Jtalian, 
Australasian,  Spanish  and  Indian^  Electric  Pen  and 
Diplioating  Press  patents  for  two  months. 

Unsigned  draft  agreement  in  French  with  Pov/er 
of  Attorney  v/ith  Ebenezer  Pocock  relative  to  electric 
pen  in  France. 

T.A.E.  with  George  B.  Field  and  Elisha  W. 
Andrews.  Feb.  10,1870.  Agreement  to  invent  autographic 
telegraph  instinanent  and  to  assign  two  thirds  interest. 

T.A.E.  with  George  B.  Field  and  Elisha  W. 
Andrews,  Feb.  10,  1870.  Agreement  to  invent  KRkHgraph 
printing  telegraph  instniment  v/orking  on  one  yrire  and 
to  convey  nine-tenths  interest. 

T.A.E.  with  Marshall  Lefferts  April  29,1872, 
Agreement  assigning  half  of  all  British  patents  for 
printing  telegraph  and  fuUire  improvements  for  ten  yars. 

T.A.E.  with  George  Harrington  and  Josiah  C. 
Reiff  with  John  F.  Fleming,  Robert  Mollwraith  and  William 
Niool  with  John  Fleming  and  J.H.Puloston.  Telegraphs 


(1873)  not  executed. 


I::  I  I 

T.A'.E.  with- Robert  T.  Clinch  and  Thomas  M. 
Robinson,  December  3,  1874.  Agreement  iJBlating  to  for¬ 
mation  of  conpanies  and  exploiting  inventions  for  two 
years 

G.P.Lowrey  and  Demuel  W.  Sdrrell  as  Tmstees 
with  T.A.E.,  G.P.  Prescott  and  Gerritt  Smith  with  Henry 
Pawoett,  Postmaster  General.  License  to  use  make  &o. 
Patents  I7I  and  84  and  future  improvements^ 
j  ^  T.A.E,  with  Michael  Miller  Moore,  October  27, 

1885  appointing  Moore  agent  to  dispose  of  phonoplex 
patents  in  Great  Britain.  To  run  to  Jan.  I,  1888. 

'I  T.A.E.  with  Henry  J.  fiavis  March  13,  1879 

I  five  years.  Gold  compound. 

I  T.S.e.  with  Jay  Gould,  Jan.  4,  1875. Assigning 

interest  in  duplex  and  quadruplex  telegraph  and  future 
!  inventions. 

Geo.  H.  Bliss  with  T.A.E.  assignment  of  patent 

I  55,869. 

I  E.W.Andrews,  M.Lefferts  and  T.A.E.,  Oct.  24,I87o, 

[  Assignment  of  present  and  future  patents  in  electro  mag- 
ji  nets  to  said  three  parties.  Agreement  to  work  on  imputoT^-e- 
i  me  nts. 

Alex.  Morton  to  T.A.E.  March  27,1879.  Release. 

T.A.E.  to  Geo.  H.  Bliss  March  25,1879.  li¬ 
cense  to  manufacture, sell  and  use  puncturing  machines 
under  Hafftaann  patent  55,869. 

T.A.E.  with  G.W.Caldwell  and  Charles  P.  Edison 
May  16,1877.  license  to  exhibit  musical  telephone  for 
one  year. 


I 


Geo.  Hanneken,  Y.Mexia  with  T.A.E.  May  12,1883, 
Appointment  as  agent  to  form  companies  in  Mexico  for  one 
year, 

Oliver  Salger  to  T.A.E.'  Oct.  18,1883,  Release. 

T.A.E.  with  Geo.  W.  Sherman,  May  24,1884. 
Agreement  as  to  stock  of  Buenos  Ayres  Co.  &c. 

Charles  F.  Harringto  n  with  T.A.E.  Mov.  5,1885 
Personal  debt. 

T.T. Eckert,  Albert  B.  Chandler,  T.A.E.  Robert 
T.  Clinch  and  Thomas  M.  Robinson,  Bee.  3,  1874,  Agree¬ 
ment  about  stock  of  an  unnamed  Co. 

E.E.B.Co.  Id.,  Swan  U.E.li.Co.  Ltd.  and  Edison 
and  Swan  E.L.Cb.  Ltd.  Oct.  I,  1883.  Consolidation  agree 
ment. 

T.A.’.  with  E.E.L.Co.  Mov.  15,  1878.  Assign¬ 
ment  of  patents  &c  inventions  and  improvements  for  17 
years.  Agreement  to  devote  time  to  inventions (telegraphy 
excepted) . 

Draft  of  agreement  between  same  parties  modify 
ing  above,  dated  1880.  Unsigned. 

Draft  Edison-Gouraud  agreement.  Unsigned. 

Set'  of  8  lithographed  documents  re  of 

E.G.E.Co. 

T.A'.E.  with  Ohio  E.Electric  Installation  Co. 

Eeb.  21,  1884.  Construction  agreement.  Piqua  Co. 

T.A.E,  and  E.E.I.Co.  of  Sunbury,  SeP  .  22,1885 


Mutual  Release, 


T.A.E.  and  E.E.I.Co.  of  Mt.  Carmel,  Dot.  23, 
1885.  Klutual  Release. 

E.A.E.  and  E.E.I.Co.  of  Bellefonte,  Sep.  1885 
Mutual  Rel ea  s  e . 

T.A.E.  with  E.E.I.Co.  of  Middletown,  Ohio, 

July  14,  1884,  Bill  of  Sale. 

T.A.E.  with  same  Company,  Nov.  28,1883,  In¬ 
stallation  Contract. 

T.A.E.  with  Tiffin  Co.  Oct.  24,  1883,  In¬ 
stallation  Contract. 

T.A.E.  with  Williamsport  co.,  Mov.  26,  1883. 
Installation  Contract, 

T.A.E.  Vfith  Ohio  E.  Electric  Installation  Co. 
May  16,  1884.  Consruction  contract  Ciroleville  Co. 

Mem.  of  interview  between  Shamokin  Co.  T.A.E. 
and  others  June  11,1884. 

Copies  of  Ogden,  Sussex  Go. Iron  Co.  and  Lineau 
leases(  Concentrating  Works) . 

Mutual  Life  Insce.  Co.  to  Ann  Maria  Carman, 

June  I,  1880.  Release. 

Dyer  and  Seely  to  Samuel  Insull,  July  20,1882 
Assignment  of  flat  iron  invention. 

Geo.  H.  Bliss  to  Western  Electric  Manufac¬ 
turing  Company,  May  22,  1879.  Copy  assignment. 

Sundry  Insurance  Policies. 

T.A.E.  with  Ore  Millin':  Co.,  Oct.  14,  1887.-... 

Modifying  agreement  of  Jan.  12,  1880  Covenant  to  make 

experiments  &c.  ad  to  assign  inventions  for  17  years;  t.s'd.. 
(copy|ai^d_o^i^inal,)  '! 


Ore  Milling  Co.  to  T.A.E. ,  May  31,1890.  License, 

Draft  License  Ore  Milling  Co  .  to  Ocean  Majes¬ 
tic  Iron  Company,  Dated  1885. 

T.A.E.  with  Mary  T.  Ayers  &c.,  July  6,1881. 

Copper  mine  lease. 

T.A.E.  v/ith  Edison  Ore  Milling  Co.  Jan  12,1880 
Assignment. 

T.A.E.  v/ith  Edison  Ore  Milling  Bo.,  Jan  12,1880 
Preliminary  agreement  for  assignment  of  contract  rights. 

T.A.E.  v/ith  United  States  Mining  and  Invest¬ 
ment  Co.,  DSC.  17,1879.  Agreement  re  Under  current 
apparatus  in  gold  mining. (with  two  drafts) 


^  COMPARTMEMT  N0.6i^. 

Title  Papers  Menlo  Park  Porperty. 

Bundle  of  letters  &c.  relative  to  Continental 
and  Bujropean  Company, 

T.A.E.  and  others  with  J.P.  Bailey  I8S3. 

Agreement  for  working  patents  in  Portugal,  Norvmy  &. 


T.A.i:  to  T.A.E.  and  George  Harrington,  March 
2,1875.  Assignment  of  one-third  of  right  in  patent  ap¬ 
plication  August  7,1874  on  automatic  telegraphs. 


Harrington,  March  14,  1873,-^' 
Bundle  of  Pov/ers  of  Attorney. 

T.A.E.  to  George  Harrington,  March  31,1873, 
Agreement  to  invent  fast  telegraph', 

T.A.E.  to  George  Harrington,  Oct.  1,1870.  ’ 

Partnership  agreement  to  last  five  years, 

T.A.E,  with  Western  Union  Telegraph  Company, 
necember  I4,  1875,  Agreement  to  invent  acoustic  tele¬ 
graph  . 

T.A.E.  with  ( 

Mutual  Release  re  Prescott  dispute. 

i.A  .E.  to  G.P.  lovfrey 
Attorney  re  Acoustic  Telegraph. 

T.A.E.  with  Western  Union  Telegraph  Company 
March  22.  1877.  Agreement  to  assign  patents  in  tele¬ 
graphy  other  than  automatic,  five  year  agrement  to  in-  \ 


vent. 


T.A.E.  to  Jose',  D. Husbands,  Oct.  I4,I879^r0- 
iaiivc  to  telephone  rights  in  Chili  and  to  form  Company^ 
T.A.E.  to  Jose’,  D.  Husbands,  Oct.  14,1879, 
Agreement  as  to  compensation  to  Hudbands  and  to  assign 
all  present  and  future  telephone  rights  in  Peru  Bolivia 
and  Ecudor.  •  ■ 

T  .A.E.  with  Horace  H.  Eldred^ unsigned  agree¬ 
ment,  Nov.  18,1879,  as  to  sharing  profits  as  to  abo-  e 
tvro  agreements  . 

T.A.E.  and  J.D. Husbands,  Jan. 8, 1880.  Assign¬ 
ment  of  all  telephone  rights  in  Chili,  Peru,  Bolivia  and 
Ecuador  and  future  inventions  for  10  years, 

T.A.E.,  H.K.Eldred  and  J.D. Husbands  and  Walter 
V.  Morgan,  Mov.  19,1879.  Contract  of  employment. 

T.A.E.  Marquis  of  Tweeddalo,  William  St.  John 
Brodrick,  Henry  Schlesingor,  William  le  Poer  French  and 
George  Warrender(  Edison's  Indian  &  Colonial  Electric 
Co.  Ltd)  March  I,  1883.  Assignment  of  light,  heat  and 
motive  patents,  applications  and  inventions  for  five 
years  in  British  Colonies  with  exclusive  right  to  Edison 
to  use  for  locomotion  on  railways,  tramways  or  common 
roads. 

T.A.E.  iTlth  Australasian  Co.  dated 
Assignment  of  patents  subject  to  exclusive  license  as 


above. 


caarles  E.  Rocap  to  Edison  Machine  Works  and 
T.A.E.,  December  8,1883.  Release. 

Edison  Machine  Works  v/ith  Antonio  Samper,  June 
14,  1884.  license  under  patent  259,927. 

T.A.E.  with  Henry  H.  Unz,  Septmber  16,1885. 
license  to  T.A.E.  under  patent  224,625.  Stenoias(  &  Cop;/| 

H.H.Unz  with  T.  A.E.  March  23,  1887.  Agreement  ' 
to  extend  above. 

T.A  .E.  with  Henry  H.  Unz  April  1887, 
license  under  patent  295,990  for  method  of 
producing  printed  impressions. (  and  copy). 

RAHWAY  CONTRACTS. 

/Egisto  P.  Pabbri,  May  18,  1883.  Declaration  of 

Tmst . 

S.D.Pield  to  Electric  Railway  Company  of  United 
States,  May  18,1883.  Assignment  of  patents  of  Railvmy  In¬ 
ventions  to  Jan. 12, 1886. 

Edison  Electric  liglit  CompanJ:  and  T.B.E,  to 
same,  iEaJwiin,,  ^ 

/Z,  /  ffg  ,  ' 

S.D.Pield,  Simeon  G.  Reed,  T.A.E.,  S.B. Eaton,  | 
and  E.E.1.CO.  March  6,1884.  Modifying  agreements  of 
April  26,1883 

E.E.l.Co.  and  T.A.E.  Peb.  4,  1885,  Modifying 
agsoement  of  Jan  12,1881  (  and  copy) 

S.D.Pleld,  S.G.Reod,  T.A.E.,  S.B. Eaton  Jan  . 


15,1885,  further  modifying  April.  26,1883. 

Instructions  to  Christenson  Jan.,  15,  1885. 
Resolutions  of  Board  substituting  Christensen 
as  Trustee. &c.,  Jan.  16,1885. 

Draft  agreement,  J’eb24,I885.  S.D. Field,'  S.G. 
Reed,  and  T.A.E.  and  S.B. Eaton  Transferring  electric 
railway  rights  to  Electric  Railway  Co.  of  U.S.  and  an- 
nulling^April  26,1883  as  to  those  rights.  Unsigned. 

Letter  E.E.L.Co.  and  C.W.Eield  to  Christensen 
Feb. 10, 1885. 

Letter  S.B..^aton  to  D.D. Field  Feb.  14,1885. 
Letter  E.H.Johison  to  Diretors  of  E.R. Co.  of 
U.S.  Feb.  24,  1885. 

Letter  E.E.L.Co.  and  C.W.Pield  to  cAristensen 
May  21,1885. 

Letter  S.B. Eaton  to  T.A.E.  Oct.  I,  1888. 
E.E.L.Co.,  T.A.E.,  with  E.R.Co.  of  U.S.  Eeb. 
24,1885.  Modifying  May  18,1883  by  cancellation  of  all 
reservations  about  Elevated  Roads.  (  and  copy.) 

S. D.Field,  S.G.Reed,  T.A  .E.  and  S  .B.E.  Mar. 
2,1886,  Affecting  15,000  shares  of  stock. 

T. A.E.,  j.p.  de  Navarror,  G.P.Lowrey  qnd  Geor. 
W..<;o.-en  With  E.Spanish  Col.  Light  Co.  Feb.  9,1882. 

to  00.  copy, 

I.A.B.  ,p  G.P. 


I 


directing  G.P.L*  to  transfer  certified  shares  to  Porter 
Lowrey  Soren  and  Stonge  (  and  copy). 

T.A.B.,  J.P.  de  Navarro,  G.P.L.  .and  G.W. 

Soren  May  3,  1882.  Distribution  of  stock  of  Company 
(and  copy). 

A.P.de  Navarro,  Joaqulm  del  Calvo,  D.P.  de  la 
(?iva  with  Charles  Coudert  June  18,1888.  Pive  ya^ar  agree 
ment  affecting  §766,500  stock ^fcavana  Co. 

Same  with  Juan  M.  CeballoS  June  18,1888  to 
form  Havana  Co.  ’ 

A.P.de  Navarro  with  Edison  Sp.  Col.  Light  Co. 
Relative  to  Stock  of  Havana  Co.  July  18,1888. 

Ed.  Sp.  Col.  Lt.  Co.  to  Havana  El.L.co.  Aug. 
14,1838.  License  for  Havana,  aiba,  under  certain  speci¬ 
fied  patents, 

Btmdle  of  Receipts. 

A.bstraots  of  McQueen'  Locomotive  Works  title 
at  Menlo  Park. 

Belleville  and  Bloomfield  Real  Esate  Papers. 

BUNDLE  OP  ELECTRIC  RAILWAY  PAPERS  AS  FOLLOWS: 

Letter  S.B.E.  April  28,1890, 

Release  T.A.E.  to  E.R.Co.  of  U.S.  Apr.29,1890. 

E.R.Co.  of  U.S.  to  E.G.E.Co.  Assignment-"  — 

Ponii  Trustees  Certificate. 

Certificate  of  Incorporation  of  E.R.Co.ofU.S. 

Opinion  S.B. Eaton  March. 19, 1889. 

S.D.Piold  and  S.G.Reed  with  T.A.E.  and  S.B.E. 


I 


April  26,1888  for  incorporation  of  Company  for  every¬ 
thing  excluding  Eleuated  Railroads  covering  all  railway 
inventions  to  Jan.  12,1886 

Same  with  same,  same  date  for  Elevated  Rail¬ 
roads. 


Western  Union  Co.  with  T.A.E.  May  3l,I8Y8. 
Assigning  speaking  and  acoustic  telegraph  inventions  and 
speaking  telephone  inventions  for  17  years  from  June  I, 
1878  $6,000  per  year, 

T.A.E.  with  W.U.Co.  May  12,  1879,  Agreement 
to  assign  invention  on  telephone  receiver. 

Same  parties  with  sanie  parties,  April  3,1880, 
Agreement  to  assign  patents  Bo. 158, 787,  221,957. 

T.A.E.  with  Ernst  Biodmiman,  A.M.  Cherbuliez, 
Shu.  »,58aa  and  Gaspard  Zurlinden,  Sep.  9,1880.  License 
to  make,  use  and  vend  heat,  light  and  poAver  invetions  and 
future  improvements  in  Switzerland  for  15  years  from  the 
time  Avhen  first  system  is  put  in  operation  in  any  part 
Of  the  world, confined  to  statione^ry  motors  only  (orig¬ 
inal,  copy  and  two  drafts). 

T.A.E.  with  Biedeiraan  and  Charles  W.  Havemeyer 
19,1882.  2.Uro.a 

m-nts  for  8  years  .in  Switzerland  for  I5  years  as 

.bov.,  to  .„a 

copy). 

Co».  or  So.i,„ 


Translations  and  extra  copy  of  agreements  of 
Biedeiman,  Zurlinden,  and  Cherbulloz  with  Geneva  Gas  Co. 


and  others  relative  to  organization  of  Societe  Suisse 

1. 

D'Eleotrique  and  Societe  D'Appareillag_e as  above  (tvro 


LOWER  RIGHT  HAND  COMPARTMENT. 

Copies  of  Agreements  as  follows: 

E.K.L.Co.  with  Bergmann  &  Company,  Nov.  10,1887 


I 


L.Co.  with  T.A.B.  Psb.  4,  1885.  Electric  Rail¬ 
ways  No.  5(  A  duplicate  among  Railway  contracts.) 

LottBr-.T.A.E.  to  E.P.p.  and  G.P.L.'  1,000  shara#., 

A  .11 

L.CO.  to  be  distributed  among  original  subscribes  to  500  ; 
shares,  No.  2. 

Phonopaione  papers. 

Complaint  in  German  | 

T.A.E.  with  L.Co.  Railway  agreement  for  all 
countries  covered  by  original  L.co.  agreement  and  for 
inventions  for  5  years.  To  foim  E.  <2l.  Railway  Co. 

(S. America  see  ) 

111.  Co.  with  T.A.E. ,  peb.  29,  1884.  Pearl  j 
Street  Instal.  Contract. 

l.Oo.  .ith  T.A.E  .na  oth.r,  or 

lab.  CO.  F.b.  19,1385  r.a.tiv.  \ 

copy.J  ; 

T.A.E.  «th  1.00.  E,b.  13,  IS33,  0„o,lll„3  | 

South  American  agrangemont. 

Mem.  of  Shamokin  interview  of  June  Ii,l884. 

T.A.E.  with  Puskas,  May  14.1879.  Provisional 
agreement  as  to  bight  inventions  m  Prance,  Bkgium.  Ben- 
-rk,  Gemnany.  Austria,  Italy, 
is  Banker  agreement  similar  dated  May  2,  1879) 

wih  T.A.E.  and  others  (Lamp  Co.  draft  oon 

tract. 

*..0b.  «.h  T.A.E  ,.p. 

affecting  patent  223,112. 

L^p  Co,. 


T.A.E.  Lamp  Co#  and  L.Co.  Nov.  25,  1887.  Modi 
fying  agreement  of  March  8,  1881.  T.A.E.  with  L.Co. 

Report  of  Com.  of  Reorganization.  May  6,1884. 
L.Co.  with  Tube  Co.  3?eb.  19,1885. 

L.Co,  with  Tube  Co.  Peb.  19,1885. 


I 


LOWER  LEFT  HAND  COMPARTMENT. 

EUROPEAN  CO.  PAPERS?  STOCK  CORRESPONDENCE  &c. 
PHONOGRAPH  PATEtTTS,  CA\rEATS  &c  . 


MIDDLE  COMPARTMENT, 

Stock  Book,  European  Co.  Papers  Construction 
Department. 

Telephone  Papers: 

American  Bell  Telephone  Co.  with  T.A.E. 
April  I,  1882,  Agreement  to  assign  patent  on  application 
42,321  (dynamo). 

Letter  Press  Copy  John  J.  Hatj es  as  attorney 
for  T.A.E. ,  J.P.Bailey  individually  and  as  attorney  for 
Elisha  Gray, Puskas,  and  Erancos  Egyptian  Bank,  March  27 
1880  to  assign  patents  to  co.  to  be  formed  and .  tz-ansla- 
tions. 


T.A.E.  with  Jas.  It.  Mackenzie  Aug.  11,1880. 
Relative  to  share  in  Ponds  Electrical  Visual  Indicator 
contract  (Signalling  apparatus) 

Chester  H.  Pond  with  T.X.E.  Aug.  II  1880.  T;vo 
thirds  interest  in^signalling  apparatusXt el ephoni o ■ 


T.A.E.  J.U,  Mackenzie  and  C.K.Pond,  Jan.I2,I88i 
as  I'/fe,;  developing  business. 

J.U.Mackenzie  to  C.H. Pond  April  31,  1881. 

Drafts  and  unsigned  contracts. 


T.A.rE.  with  The  American  Speaking  Telephone 


Company  Jan  21,  I8?9  Agreement  to  assign  telephone  in¬ 
ventions  in  Canada.  Executed  also  by  Gold  & 


LOWER  MIDDLE  COMPARTMEMT. 

T.A.E.  ,  S.S.VMta,  Puskas  &  Bailey  with  Banker 


April  29,1879.  Agreement  to  assign  telephone  patents  in 


Belgium,  Austria,  Denmark,  Germany,  Russia,  Italy  and 
Spain  (  and  copy) 

Bailey  as  attorney  for  T.A.E.  and  A.  BorthoTr^ 
and  Co.  with  Ed&«»A^  Auberjon,  March  4,  I880.  License' 
telephone  in  Prance  and  colon'iaa  (  4  copies) 

Bundles  letters  and  mem. 

T.A.E.  with  Pranklin  H.  Badger  Sept.  15,  1877. 
five  years  agency  contract  re  ielephone  inventions. 

Opinion  of  Lord  McLaren  in  Western  Union  Tel. 
Co.  vs.  Maclean. 

Drafts  of  agreements  of  various  kinds. 


T.A.E.  with  Ttfc.driental  Ltd.  Assign¬ 

ment  of  New  South  Wales^^TTatent. 

T.A.E.  with  James  H.  Banker  1880. 

Assignment  of  telephone  Inventions  in  Russia. 

T.A.E.  with  James  H.  Banker  Nov.  28,  1880, 
Assignment  of  telephone  inventions  in  Russia. 

J.H.Banker  with  Ed.^^^Bo.  of  Eur.  Ltd.  Nov. 
29,1880.  Declaration  of  Trust  (  and  copy) 

Puskas  to  E.  March  19.1878.  assignrnent^of  half 
contract  Of  Dec.  5.1878.bet.  Berthon.,  Baileyf^.inot 
Brancy,  Chatard  &  Evans,  ■  ^ 

Draft  T.A.2'.  with  A.G.R«Mshaw  making  latter 

Trustee  of  benefits  of  Tel  *  • 

ioi.  eont.  not  signed.  Also 


extra  copy  July  16,  ISSO. 


The  Tel.  Co.  ltd.  and<58t..Ed  .  T«gCo.  of  London 
Ltd.  with  The  Union  Tel.  Co.  ltd.  (Amalgamation)  MaylS, 
1880. 

Mem.  of  Liverpool  and  Manchester  arrangement 
July  2,  1879. 

Articles  of  Associa' ion  of  Ed.  Tel.  co.  of 
London  Ltd. 

E.T.  Co.  of  L.  Ltd.  with  E.H. Jolmson,  Sep. 
24,1879.  Agreement  for  services. 

Mem.  Lancashire  Borough  Agreement. 

T  A.E.  with  La  Compania  Chilena  Telefono  de 
Edison  de  Valparaiso,  Oct.  8,1880  assigning  Chili  tele¬ 
phone  patent. 

Draft  assignment  Prenoh  patent  to  Cie.  Gen.  dei 
Tel.  by  T.A.E. 

Draft  assignment  French  /'atent  to  Cie.  Gen.  de 
T.  by  White  &  Bailey .- 

J.Henry  Johnson's  opinion  on  Edison's  English  | 
telephone  patent  . 

Spo.gnolotti's  report  and  opinion  on  same.  i 

Bertho>«n^ Bailey  etc.  to  fonn  Societe  du  Tele¬ 
phone  Edison  Dec.  5,  1878. 

T.A.E.  With  E  .P.Bouvori^l^  fo^ London  Co. 
purchase  patiets  and  copies. 

Banker  as  pres,  of  E.Tel.  Co.  of  Bur.  Ltd. 


vfith  Descamps,  Bouquie  &  Spie  May  18,1880. 

Bundle  Mem.  E-G-B.Tel  Co. 

Tel.  Const.  &  Maintenance  Co.  v/ith  The  ^dison 
Gower  Bell  Telephone  Company  of  Europe  Ltd.  Hov.  10,1881 
(4  copies  and  two  drafts) 

E-G-B-Co.  with  Tel.  Const.  &  Maintenace  Co.  e 
Eeb.  20,1882  as  to  shares  (  and  draft) 

T.A.E.  v/ith  E-G-B-T/Co^  of  E. Ltd.  Nov.  10,18  :i 
assignment  of  telephone  patents  for  Europe  exclduing 
United  Kingdom,  France  Turkey  and  Greece. 


[ATTACHMENT] 


iis?  OP  PAPERS  TAKl^M  PIWH  LAB0RA5?0Rir  SAPE  KT  HR. 

SIMPSOH,  SATURDAY,  H0V13MBRR  15th,  1390,  i lEHORAlIDUl I 

DICTATED  BY  MR.  SIMPSOH. 

(1)  Title  papers  to  MoQ,ueon  Locomotive  Works  in  Schoneotadj' . 

(2)  Afsreoinent  between  Edison  ;lachine  Works  and  Antonio 
Samper,  dated  .hme  14th,  1334 

(3)  Bundle  of  Balance  Sheets  of  the  Edison  :!aoliino  Works. 

(4)  Contract  botv/een  the  Edison  Electric  Liaht  Co.  and  the 
Electric  Tube  Company,  dated  Pobiniai-y  19th,  1S85. 

(5)  Supplemental  contract,  same  date,  botv/eon  sane  parties, 
and  Report  of  Coirtnittee  on  Mamtfactxire  and  Rooi’canisation 
dated  6th  May,  1834. 

HO^:  The  above  will  probably  be  delivered  to  Mr.  insnll  for 

the  Edison  Machine  Works. 

(6)  Acklitional  Bloomfield  and  Belleville  EHxtKxod:  title 
deeds,  to  be  retained  ly  Major  Eaton  with  title  deeds 
in  his  possession. 

(7)  Contract  betvreen  T.  A.  Edison  and  others  wit}i  J.  P. 

Bailey,  dated - 1833,  relative  to  workinr;  electric 

liClit  patent  in  Portucal,  Horv/ay  and  Svfedan.  ('''his 
dociiment  was  subsequently  returned  from  Major  Eaton's 
office ). 


- oOo - 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


AGREEMENT  WAIVING  ROYALTY 


nimvKEN 

The  North  American  Phonograph  Company 

C 


The  Edison  Phonograph  Toy  Manupacturing 
Company. 


SEPTEMBER  20,  1800. 

c 

KBfoiriiig  to  nil  ngreemeiit  dntocl  August  Gtli,  1889 .by  aud 
1  bolwcen  Tlio  North  Aiiioricnn  Plionogrniili  Company  of  tlie 

first  part  and  the  Edison  Phoiiogmpb  Toy  Mnnufactnring 
I  Company  of  tlio  second  part  wliorein  said  firet  party  granted 

I  said  socoiid  party  a  certain  right  mid  license  in  relation  to 

!  “niinfnctiiro  and  sale  in  the  United  States  and  Dominion 

I  of  Canada  of  phonographs  or  spcalting  machines  for  use  in 

■  or  in  nssociiitioii  with  dolls  or  toy  figiu-es  as  n  part  thereof 

!  fov  the  amusement  of  children. 

i  AVhoreas  by  Article  Second  of  said  agreement,  said  second 

!  obligated  itself  to  pay  said  first  party  certain  roj-alties 

)  on  inventions  and  improvements  covered  by  said  agreement 

and  iimmifacturcd  and  sold  thoroiinder  by  said  second  party 
and  also  niidertook  that  such  royalties  should  aggregate  at 
least  ten  thousand  dollars  for  each  and  evei-v  year  beginning 
with  the  first  day  of  October,  1889,  all  of  which  is  more  fully 
set  out  in  said  Article  Second,  and 


[FROM  "MR.  EDISON’S  PHONOGRAPH  CONTRACTS,"  CAT.  1402] 


Wlioi'ofts  (liflicnHios  mid  delays  not  foreseen  or  contem¬ 
plated  by  said  parties  to  said  agreement  have  arisen  in  the 
way  of  carrying  on  the  business  contemplated  therein, 

Now  therefore,  in  consideration  of  the  premises  and  of 
one  dollar  by  said  second  party  to  said  first  party  the 
receipt  whereof  is  hereby  acknowledged,  said  The  North 
American  Phonograph  Company  hereby  agrees  that,  as  re¬ 
gards  the  year  ending  September  30, 1890,  and  that  year 
only,  the  certain  guaranty  that  the  royalties  for  the  said 
year  shall  nggregato  at  least  ton  thousand  dollais  ($10,000) 
ns  provided  for  in  said  Article  Second  of  said  agreement 
shall  be  and  hereby  is  waived,  the  iutoutiou  being  ns  regards 
said  year  to  base  such  royalties  on  actual  sales  made  by 
the  second  party  under  said  agreement  whatever  the 

Except  ns  hereinbefore  changed  or  modified  said  Agroo- 
mout  dated  August  6th,  1889,  is  hereby  in  all  respects  rati¬ 
fied,  confirmed  and  approved. 

In  Witness  Whereof,  each  of  the  parties  hereto  has  caused 
this  Agreement  to  be  executed  by  its  proper  officers  and  its 
corporate  seal  to  be  hereto  affixed  this  29th  day  of  Sep¬ 
tember,’  1890. 

The  Nobth  Ameiiican  PiiONoanAWi  Co., 

[SEAL.]  By  Jesse  H.  Lippihcott, 

Prest. 

Attest : 

G.  Walooti’, 

Secy. 

Edison  Phonooiiafu  Toy 

Manufagtdbino  Company, 

1  seal.]  By  Benj.  F.  Stevens, 

President. 

Attest : 

Danibi,  ’Weld, 


[PAGE  PROOFS  OF  THIS  AGREEMENT,  WITH  COMMENTS  (BY  SAMUEL  INSULL?) ,  FOLLOW] 


tri  -•  • 

Electric  Railway  Agreement.  ■  ■ 


Agreement 


Thomas  Alva  Edison, 


Edison  General  Electee  Company 


The  North  American  Company. 


^flX'ceillCUt,  iimdotliis  First  day  of  October,  1890,  between 
Thomas  Alva  Edison,  of  Llowollyii  Park,  State  of  Now  Joreej-, 
of  tile  first  part ;  tlio  Edison  Genniiai,  Electiiio  Company,  a 
corporation  organized  under  tlio  laws  of  tlio  State  of  Now  York, 
and  having  its  principal  ollieo  in  tlio  City  of  Now  York,  lioi-oin- 
after  called  the  General  Company,  of  the  second  part ;  and  Tim 
Noutk  Ajiebican  Cojii'ANV,  a  corporation  organized  nndor  the 
laws  of  tho  State  of  Now  Jersey,  and  having  an  ollieo  in  the 
City  of  Now  York,  of  tho  third  part. 

IVimitEAS,  the  said  Gonornl  Company  is  interested 
in,  and  tho  said  North  American  Company  proposes  to 
hocomo  interested  in,  the  dovolopmont  and  promotion  of 
electric  railways,  and  both  of  tho  said  parties,  recognizing 
the  importance  of  developing,  perfecting  and  olioaponing 
the  electric  railway  system  and  apparatus  applicable  thereto, 
desire  to  avail  tlioiiisolvcs  of  the  experience,  skill  and 
iiivontivo  genius  of  tho  said  Edison,  and  to  acquire  for  the 
United  States  of  America  and.  tho  Dominion  of  Canada,  what¬ 
ever  improvements  and  inventions  applicable  to  oloetrical  rail¬ 
ways  lie  may  now  bo  in  process  of  perfecting  or  may  horeaftor 
make  and  perfect  witliin'iivc  yeara  from  tho  date  of  this  instrn- 
moiit;  and 

''VimiiEAs,  it  is  intended  that  the  said  Gonorul  Company 
shall  acquire  the  legal  title  to  any  and  all  of  tho  said  improvo- 
nioiits  and  inventions  os  well  as  to  any  and  all  patents  granted 
tliorcfor  in  the  United  States  and  the  Dominion  of  Canada, 
and  shall  permanently  retain  and  possess  tho  exclusive  right  to 
maniifactnro  under  tho  aforesaid  patents,  subject  to  certain 
conditions  and  restiictions  hereinafter  set  forth ;  and 

^iiEHEAS,  the  said  General  Company  has  already  expended  - 
a  largo  sum  of  money  in  the  ncqnisitipn  of.  patents  and  rights  ^ 
under  patents  relating  to  electric  railways,  especially  by  tho,  ^ 


■c(l  to,  nnd  it  is  also  desired  that  said  iiiiprovemonts  and 
tioiis,  rvlioii  and  as  from  time  to  time  sullieioiitlj'  poi- 
1,  or  so  supposed  to  bo,  shall  bo  full)’  tested  and  domoii- 
id  by  sunioioiitly  largo  teats  and  domoiistratioiis  to  tlio 
hat  not  only  their  perfection  but  also  the  fact  that  they 
oommorcial  utility  and  ceimomy  may  bo  clearly  aseor- 
:1  and  shown  by  actual  oxporioiiee,  and  that  such  tests 
lomoiistratioiis  shall  bo  eoiitmiiod  until  such  perfection 
commercial  utility  and  ouoiioniy  shall  be  readied  nnd 
aacortaincd  and  sliowu  ;  and 

i’'iiliiiiiAS,  the  said  North  American  Company  is  willing  to 
the  cost  of  said  oxporimoiits,  tests  nnd  demonstrations, 
3  extent  and  upon  the  conditions  horoiiiattcr  defined  ;  ami 

flluiiKAS,  all  the  parties  hereto  desire  now  to  sot  forth  in 
iistrumout  the  terms  nnd  conditions  upon  which  the  aforo- 
mattors  shall  bo  carried  out ; 

lOUl,  thevefove,  III  coiisidorntion  of  the  mutual  proin- 


It  is  agreed  that  the  foregoing  onuiiioration  of  rcsor 
jeets  (loos  not  nocossaril.v  incindo  all  subjects  and 
■  ..tended  to  bo  reserved  herefrom. 

In  the  cn.so  of  improvements  and  inventions  appi 
both  to  the  subject  matter  ineludod  in,  and  to  the  subjeo 
excluded  from,  this  agroomoiit,  as  aforesaid,  or  to  any 
.  hothsiioli  subject  matters,  the  right  to  sueli  inventions 
proyomonts  horonndor  shall  be  and  hereby  is  distincth 
to  the  subject  matter  covered  by  this  agreoinont. 

Throughout  this  ngroeniont,  '‘oleotrio  railwavs  i 
propulsion  of  railway  trains  by  means  of  oleetrieitv  a; 
tricnl  locomotion  on  all  railways  used  by  the  public 
transpoitation  of  fie.ght  oi  passengeis,  oi  on  eoinmoi 
and  the  tiaiismission  of  olectrio  iiowor  from  a  distr 
tlio  aforesaid  purposes  by  moans  of  suitable  dovii 
contrivunces,"  aiu  designated  or  referred  to  ns  “ 
iu|lway.s,"  and  the  iraprovojnents.  inventions  and 
lelatiiig  exolnsively  to  “electric  railways"  ns  so 
are  dosigiiatcd  or  referred  to  as  “  exolnsively  railway  ’’  ir 


stvumont,  ami  tliat  tliu  saitl  North  Amonc'aii  C’omimi 
hjcct  to  tho  iurtna  and  coiiditioiis  hereof,  an  rega: 
itiire  or  otherwise,  theiieoforth  be  entitled  to  two-liftli 
id  profits,  benohts  or  advantages,  as  in  tliis  snbdivii 
rth,  it  being  elearly  iindorstoed,liowevor,  lliat  in  case 
ertli  Amoriean  Company  sliall  elect  to  terminate  its  1 
heroinboforo  provided  in  clause  (1)  of  tin  'cooml 
sion  of  tho  sixth  section  hereof,  tliereaftor,  that  is 
tor  tho  payment  of  tho  sum  of  §250,000,  or  S500 
0  case  may  be,  as  therein  irrovided,  or  it  its  right 
idor  shall  bo  terminated  ns  nrovidod  in  tho  third 


s  to  sny,_  tliey  shall  bo  paid  their  rospootivo  slinros 
iforosnid  in  stoohs  or  bonds  or  other  soeuritios  as  tho  sail 
nay  liavo  been  received  by  tho  said  General  Company,  and 
moil  oases  tho  said  Edison  and  tlio  said  North  Amoriean  Ooi 
limy,  respectively,  shall  not  bo  entitled  to  payment  in  mono 
lithor  in  whole  or  in  part  as  aforesaid,  as  tho  ease  may  b 
ouohing  tho  said  specific  transactions  ns  to  whicli,  and  to  tl 
xtont  to  whicli,  payment  is  made  in  kind,  as  aforesaid. 

(3)  Tlio  aforesaid  determination  andstatenioutof  profits  an 
thor  benefits  shall  bo  made  annually  immodintoly  after  an 
■ithin  thirty  days  from  tho  regular  annual  olosiug  of  tl: 
ccoimts  and  business  of  tho  said  General  Company,  accordin 
3  the  oustom  usually  obtainable  with  it  or  with  like  organ 
itions,  and  within  sixty  days  thoroaftor,  tho  several  distrlbu 
bio  and  proportionate  shares  duo  to  tho  said  Edison  and  f 


r^ortli  Ainericnn 
ivledgu  and  ndinit 
ah  otlior  and  as 
jli  oi'iindoi’thom, 
id  tlio  sniliuioncy 
i)  M-liicIi  niiy  1)0 
mod,  during  tlio 
of  tho  world,  to 
10  iinprovoinonta 

or,  that  whothor 
an  advorso  do- 
on  any  of  suoli 
ill  notsovorally 
snoh  patents, 
ranted  oraftor- 
fioations,  or  aid 
d  exoopt,  liow- 


amioably  adjusted,  the  same  shall  ha  determined  by  arbitration, 
it  is  agreed  that  whonovor  it  shall  l)o  found  that  this  agroomout 
has  not  made  adequate  provision  for  tho  rights  and  obligations 
of  any  party  hereto  touohing  any  and  all  questions  arising  out 
of  tho  general  subjoot  matter  oovorod  hereby,  and  whonovor  any 
question  or  disagrooinont  nrisos  out  of  any  of  the  provisions 
heroin  sot  forth,  tho  sumo  shall  in  all  cases  bo  loft  to  arbitration 
in  tho  usual  manner,  that  is  to  say,  each  party  alYoctod  shall 
select  one  arbitrator,  tho  arbitrators  so  selected,  if  two,  shall 
select  a  third,  or  it  three  in  the  first  instance,  shall  select  a 
fourth  and  a  fifth,  and  tho  docisiou  of  all  of  tho  said  arbitrators, 
or  of  a  majority  of  tlioiu,  shall  bo  final  and  binding. 

Tho  said  arbitrators  shall  act  with  all  reasonable  dispatch, 
and  shall  have  jurisdiction  to  render  awards  in  tho  nature  of 
judgments  for  sums  of  money,  and  of  spooifio  porformauoo,  as 
well  as  awards  iutorprotiug  or  construing  tho  provisions  of  this 
agreement;  and  in  addition  to  their  foregoing  powers  as  well  as 
to  all  other  powers  or  romedips  existing  at  law  or  in  equity 
which  tho  said  arbitrators  may  enforce,  the  following  remedies 


[AGREEMENT,  OCTOBER  1,  1890.  PAGE  PROOFS  WITH  COMMENTS  (BY  SAMUEL  INSULL?)] 


Any  and  all  of  the  aforesaid  improvomonfs  and  inventions 
relating  to  "olootrio  railways”  (including  also  tlio  aforesaid 
“joint  use ’’and  “special  joint  use”  improvements  and  inven¬ 
tions,  ns  described  above  in  the  first  section  hereof  and  more 
particularly  provided  for  below  in  tlio  third  section  hereof), 
which  the  said  Edison  either  has  miulo  and  1ms  not  already  disr 
posed  of  or  is  now  engaged  in  malting  or  perfecting  or  may 
ranlto  within  five  years  from  the  date  hereof,  that  is  to  sa:y, 
at  any  time  prior  to  the  first  day  of  October,  1895,  unless  this 
agroemout  shall  bo  sooner  terminated  as  iioreinaftor  provided 
for,  shall,  as  regards  the  United  States  of  Amorioa  and  the 
Dominion  of  Canada  (but  subject  to  all  the  lorms  and  condi¬ 
tions  of  this  agreomeut),  bo  deemed  to  bo  the  (ii'oporty  of,  and 
shall  bo  assigned  to,  the  said  General  Company.. 


Thuid. 

Inasmuch  ns  the  said  Edison  has  by  a  certain  other  instrn- 
mout  in  writing  of  oven  date  herewith,  made  by  and  between, 
him  and  the  said  Edison  Gouernl  Electric  Company  (herein  re¬ 
ferred  to  as  agreement  “A,”  and  roforouce  to  which  is  now 
made  for  greater  particularity),  agreed  to  assign  to  that  Coni- 
pauy  any  and  all  improvements  and  inventions  appertaining 
to  electric  light,  heat  niid  power  (with  the  reservation  here¬ 
inafter  set  forth),  which  ho  may  make  prior  to  October  1, 1895, 
for  certain  conutries,  including  the  United  .States  of  Amorioa 
and  the  Dominion  of  Canada;  and  inasmuoh  as  in  the  afore¬ 
said  instrument  the  said  Edison  has  reseiwod  the  right  to  uso 
his  said  improvements  and  inventions  for  the  puriioso  of  oloc- 
tric  railways  and  the  propulsion  of  railway  trains  by  olectricity 
and  electrical  locomotion  on  all  railways,  used  by  the  public  lus' 
aforesaid,  or  on  common  roads,  and  for  .the  transmission  of 
eloctrio  power  from  a  distance  for  said  electric  railways; 
and  inasmuch  ns  the  said  Edison  now  proposes  to  assign 
to  the  said  General  Companj'  all  rights  now  or  hereafter  during 
the  continuance  of  this  instrument  acoruing  to  or  acquired  by 
liim  under  and  piirenant  to  the  aforesaid  reservation  in  the  said 
■  agreement  “  A,”  whether  .relating  to  "  exclusively  railway  "  or 


c 

In  ilio  first  soctiou  of  tliis  ngroomout,  wliotlior  or  not  tlio 
Same  bo  alrondy  covovod  nbovo  by  tbo  second  section  of; . 
cii'  otiionviso'  in,  tins  ngroomcnt,  or  by  tbo  itforcsaid  resorva-. 
lion  in  said  Agroombbt  “A,”  sliitll  belong  to  the  said  General 
Company  (so  far  as  and  only  so  far  ns  tbo  tlnitod  States  of 
Amorioa  and  tbo  Dominion  of  Canada  are  concerned),  and 
shall  bo  enjoyed  by  it  subject  to  tbo  terms,  conditions  itud' 
provisions  of  this  agrocmout. 

As  to  tbo  rights  and  iirivilogos  aiiportaining  to  olootric 
railways  which  tbo  said  Edison  is  entitled  to  acquire  from  tbd 
Said  General  Company  in  comiootion  with  tbo  aforesaid  “joint 
use,”  improvements,  inventions  arid  patents,  uudor  and  iiursuant . 
to  tbo  said  contract  “  A  ”  (and  which  tbo  said  General  Com¬ 
pany  is  entitled  to  acquire  back  from  tbo  said  Edison,  piu’suant 
to  the  provisions  of  this  ngroomout  and  more  particularly  to 
tbo  second"  and  third  sections  hereof),  it  is  agreed,  for  tbd 
purpose  of  keoiiing  tbo  aforesaid  transferable  intorosts  as  re¬ 
gards  electric  railway  purposes,  and  uses,  sei>nrato  and  distinct 
from  all  other  interests  arising  out  of  the  aforesaid  inventions, 
iiiiprovomonts  and  patents,  that  actual  transfers  and  assigur 
mouts  shall  in  all  cases  bo  made  to  tbo  said  Edison  and  by  him 
to  the  Gonernl  Company,  notwitbstnuding  tbo  fact  that  tbo 
assignor  to  the  said  Edison  ns  well  ns  tbo  assignee  taking  title 
from  bim,  is  tbo  same  party  in  both  eases,  that  is  to  say,  the 
said  General  Company,  tbo  intention  being  that  tbo  said' 
Edison  and  tbo  said  Gonoi-ni  Company  shall  ns  occasion  may 
require,  take  prompt  and  proper  stops  by  moans  of  adequate  . 
written  instruments,  to  transfer  and  assign  tbo  said  rights  and  , 
privileges  so  far  as  electric  railways  aro  concerned,  to  the 
extent  and  for  the  jmrposeS  ns  nbovo  provided  for,  unless  tbo 
Said  poneral  Comiiany  arid  tbo  said  Edison  shall  otherwise" 
arrange. 


Footth. 

Patents  for  all  of  tbo  aforesaid  “  exclusively  railway  im- 
provomoiits  and  inventions,  and  for  of  all  tbo  nforosautf  “  spsoialT 
joint  use  ’’  improveinauts  and  inventions  intended  fe^je  tbo( 
property  of  or  assignable  to  the  said  General  Company  ns, 
above  provided  for,  shall  bo  applied  for  by  the  said  Edison,  at 


tUo  oxponso  of  tUo  Gonoral  Company,  in  tlio  Unitod  States  of 
America  and  tlio  Domiuiou  of  Ciiiiudn,  and  wlicu  obtained  sball 
be  assigned  to  it.  As  regards  improvements  and  inventions 
ns  aforesaid,  wliioU  lack  the  elements  of  patentability,  or  wkicli 
for  any  reason  are  not  patentable,  the  same  shall  novortholess 
bo  deemed  to  bo  oovorod  by  this  agreement.  The  General 
Company,  however,  may  at  any  time  in  its  discretion,  and  on' 
reasonable  written  uotiee  to  the  .said  Edison,  deernic  to  pay  ■ 
Jho  aforosaid  expenses,  both  as  regards  any  particular  applica¬ 
tions  for  patents  and  ns  regards  the  o.-cponsos  of  obtaining  them 
after  apidicntions  are  made,  and  in  that  event  the  particnlav 
irapi-ovomcnts  and  inventions  covered  by  the  said  proposed 
patents,  shall  theroiipon  become  the  sole  and  exclusive  property 
of  the  said  Edison  or  his  assigns  (unlo.sa  tlio  North  American 
Company  should  pay  for  the  same  as’  heroiiibolow  provided), 
without  any  ooinponsation  or  repayment  to  the  General  Com- 
liaiiy  for  experimental  cxiionscs  or  otherwise,  or  for  patent  ap^ 
plication  expenses  theretofore  iiieiirred,  and  the  said  Edison 
or  his  assigns  shall  bo  free,  but  at  his  or  their  own  further 
expense,  to  take  out  patents  or  to  take  such  other  action  touch¬ 
ing  the  particular  improvemouts  and  inventions  in  question, 
.as  ho  or  they  may  see  fit. 

As  regards  any  and  all  patents  which  may  bo  obtained  aiid  ■ 
assigned  to  the  said  Genoral  Company,  as  above  provided  for, 
touching  “  special  joint  use  ”  improvements  and  inven¬ 
tions  ns  aforesaid,  it  is  distinctly  niidorstood  and  agreed', 
that  the  said  General  Company  acquires  no  right  to  any. 
improvements  or  inventions  claimed  in  or  covered  by  the  said  • 
patents  or  imy  of  them  so  for  ns  they  may  relate  to  the  uses  ond 
liui'poses  wbioh  are  cither  not  included  in  or  are  excluded 
from  the  operation  of  this  ngreoment,  as  provided  for  above 
in  its  first  section,  and  ns  regards  the  aforosaid  non^ 
included  and  excluded  uses  and  iiniposcs,  it  is  agreed 
that  the  said  General  Company  shall  from  time  to  time, 
either  voluntarily  or  upon  the  written  demand  of  the  said 
Edison,  execute  such  oxelusivo  licenses  or  other  adequate  in- 
sti  iiments  in  writing  as  the  said  Edison  may  reasonably  require 
for  the  purpose  of  securing  to  himself  and  his  assigns  the  oxclu-^ 
sive  right,  title  and  use,  including  the  right  to  manufacture,  as , 
to  all  “  special  joint  use  ”  improvemouts  and  inventions 


^)ateuted  as  afoA'osaiil,  so  far  as  tlioy  relate  to  the  oxcinsiou  and 
•  reservation  liorotoforo  made  heroin  in  his  favor. 

It  is  further  agi-eod  that  in  case  tlio  General  Conn>nny  de-  , 

I  olinos  to  pay  tor  any  imtonts,  as  hcioinabovo  provicled,  the  said 
Edison  shall  notify  the  said  North  American  Coippany,  and  in 
case  the  said  North  American  Qpmpany  shall,  within  a  rcpsoii- 
able  thuo  thoroattor,  elect  to  pay  fpr  lottors  patent  itsolff^nd 
shall  notify  the  said  Edison  thereof  in  writing,  and  shall  actually 
pay  for  said  patents,  tho  forfeited  rights  of  the  said  Gonond 
Company  hereunder  (other  than  tho  right  of  .manufacture),  in 
respect  to  such  imrtioular  imtonts  (but  not  otherwise),  shall 
thoroupon  beeoiuo  the  solo  and  exclusive  property  of  the  said 
North  American  Company,  nothing  in  these  presents  to  tho 
contrary  notwithstanding.'  13nt  it  is  distinctly  undei-stood  and 
agreed  that  the  light  to  acquire  the  aforesaid  patents,  and  tho  '• 
solo  and  oxclnsivo  property  acquirable  therein  ns  aforesaid, 
shall  not  in  any  event  give  to  tho  said  North  American  Com- '  I 
pany  any  gicatcr  rights  or  privileges  touching  the  said  patents  N 
than  the  said  General  Company  would  itself  have  possessed  > 
under  this  instrument  if  it  had  paid  fur  tho  said  patents. . 

It  is  further  agreed  that  each  of  tho  parties  hereto  shall  '• 
and  will  at  any  and  all  times  hurcaftor,  exccuto  suoh  other  and 
further  instruments  in  writing  ns  may  bo  reasonably  required 
by  either  of  tlio  parties  hereto  to  more  fully  carry  out  tho 
foregoing  provisions  of  this  section  as  well  as  any  and  a)! 
other  provisions  of  this  agreement. 


'  PnjTB. 

In  order  to  provide  adequate  capital  to  perfect  tho  improve¬ 
ments  and  inventions  covered  by  this  iiistrnmant,  and  to  mako 
tho  requisite  demonstration  of  their  value  ns  heromaftor  fully 
provided  for,  it  is'  further  agreed  ns  follows : 

(1)  Inasmuch  as  the  said  Edison  is  ah-oady  occupied  in  devis¬ 
ing  and  perfecting  a  comprehensive  system  of  electric  railways, 
ombraoiiig  generally  such  improvements  and  inventions  ns  re¬ 
late  to  the  subject  matter  of  electric  railways  ns  do&nod  in  tho 
first  section  hereof,  and  proyioses,  and  hereby  covenants  and 
agrees  (duo  regard  being  paid  to  his  other  imperative  engage-  ' 


ments),  to  immediatoly  ami  continuously  devote  liimselt  to  . 
such  oooupation,  to  the  end  that  the  commoi'ciiil  praotioahiUty, 
olBoienoy  and  economy  of  the  said  comprohonsivo  system  of, 
oleotnc  railways,  may  ns  soon  ns  possible  be  practically 
and  fully  tested  and  demonstrated,  until  such  system  shall  be' 
recognised  as,  and  successfully  shorvn  to  bo  commercially  prac¬ 
tical,  oflioient  and  economical,  on  a  Ini'ge  scale;  and  inasmuch 
as  it  is  doomed  desirable  that  aiTangomonts  should  now  bo 
made  for  praonring  adequate  capital  requisite  for  such  occu¬ 
pation  in  devising  and  perfecting  the  said  system,  and 
for  such  tost  and  demonstration;  and  inasmuch  as  it 
is  believed  by  all  the  i)arties  hereto  that  the  amount  of 
capital  requisite  therefor  will  bo  very  largo,  and  the  said  North  . 
American  Company  is  willing  to  assume  the  obligation  of  agree¬ 
ing  to  sni>ply  the  same,  subject  to  the  terms  and  conditions  of  ■ 
this  agreement  and  more  particularly  subject  to  the  provisions 
of  the  sixth  section  hereof,  provided  that  it,  the  said  North  . 
Aiuerioan  Companj',  may  participate  in  profits  derived  by 
the  Geuoiul  Company  from  the  improvements  and  inven¬ 
tions  lioroiuboforo  i-oforrcd  to,  to  the  extent  and 

subject  to  the  conditions  in  this  agroemout  provided : 
Now,  therefore,  the  said  I^orth  American  Company, 
agrees  (subjeet  to  the  limitations  and  conditions  set  forth  iq 
the  next  succeeding  or  sixth  section  hereof)  not  only  to  furnish 
the  money  to  pay  for  the  expenses  of  all  experimonts  connected ' 
with  completing  the  aforesaid  comprehensive  system  of  electric 
railways  ns  heretofore  provided  for  in  this  instrument,  but  also,  ■ 
as  soon  as  the  said  system  of  electric  railways  shall  reach  a 
point  whore  it  is  believed  by  the  said  Ndison  that  such  demonstra¬ 
tion  can  be  carried  to  completion  ns  aforesaid,  to  furnish  the  re-  ' 
quisito  amount  of  capital  to  pay  for  practically  and  fully  domon- 
strating  on  a  largo  scale  that  said  system  is  commercially  prac¬ 
tical,  efficient  and  economical,  and  to  make  such  practical  dem¬ 
onstration,  and  to  take  such  steps  and  make  such  outlays  from 
time  to  time  as  shall  bo  deemed  necessary  and  ns  shall  bo  cal¬ 
culated  to  promote  the  carrying  out  of  such  practical  demon¬ 
stration  until  such  practical  demonstration  shall  be  sucoess- 
fully  and  fully  made ;  and  in  case  of  dispute  ns  to  the  extent 
or  result  of  such  demonstration,  the  same  shall  bo  referred  to 
and  settled  by  arbitration  in  the  manner  hereinafter  provided 
for  in  the  eleventh  section  hereof.- 


12 

mattois,  it  slmll  bo  treated,  ns  to  expenses,  as  an  “  oxolu- 
sively  railway  ”  improvement  or  iuvoutiou,  altliongli  and  not- 
witlistauding  tlio  faot  that  it  may  bo  snsooptiblo  of  use  for 
some  of  tlio  purposes  expressly  exoindod  from  tbo  subject 
matter  of  this  agreomont ;  and  all  expenses  incurred  by  tbo 
said  Edison  for  experiments  touching  tbo  same,  slinll  bo  paid 
by  tbo  said  Kortb  American  Company. 

(3)  Tlie  said  North  American  Company  shall  pay  to  the  ■ 
said  Edison  all  expousos  incurred  by  him  for  experiments  re¬ 
lating  to  “joint  use,”  and  “special  joint  use,"  improvoraon^s' 
and  ittvontions,  unless  they  are  clearly  and  naturally  siisoeptiblb. 
))f  use  for  some  of  the  purposes  expressly  excluded  from  the 
subject  matter  of  this  agreomont,  and  are  prefornblo  to  the  de¬ 
vice  or  devices  i)rovionsl3’  in  use  for  such  purposes,  in  which 
case,  that  is  to  say  if  they  are  susceptible  of  use  and  prefera-' 
ble  as  aforesaid,  the  said  North  American  Company  shall  not 
be  required  to  pay  tho  aforesaid  expenses  for  experiments  rer 
luting  thereto. 

(4)  Subject  to  the  conditions  of  tho  next  preceding  three 

clauses  hereof,  tho  North  American  Company  shall  (a)  jiay  to 
tbo  said  Edison  all  oxponsos  already  incurred  by'  him  in  con¬ 
nection  with  tho  making  and  perfecting  of  any  inventions  and 
improvoraonts  covered  by  this  instrument,  which  he  alreadj'  has 
in  baud  and  is  now  engaged  upon,  it  being  agreed  that  ho  shall 
siinultanoonsly  with  tho  oxeontion  of  this  instrument,  render  in 
writing  a  Ml  statement  thereof  to  tho  said  -North  American 
Company,  and  that  tbo  said  Company  shall  within  thirty  days 
thereafter,  pay  to  tho  said  Edison  tho  full  amount  of  tho  said 
expenses,  namely,  ;  and  tho  said  Company  shall  also 

(6)  pay  to  tho  said  Edison  the  full  amormt  of  all  expenses  hero-- 
after  incurred  bj-  him  prior  to  tho  first  day  of  October,  1895,  , 
in  connootiou  with  tho  experiments  for  making  the  improve¬ 
ments  and  inventions  contemplated  above  in  tho  second  section 
of  this  agreomont.  It  is,  however,  distinctly  understood  and 
agreed  that  tho  foregoing  obligations  of  tho  North  American 
Company  are  subject  to  all  the  conditions  and  limitations  of 
this  agreement. 

Second  :  It  is  agreed  that  the  said  North  American  Com- 


16  - 


oommoi'oial  basis,  the  North  Amorican  Company  shall,  nithiu 
,six  months  thoveaftor,  pay  tho  expense  of  imtting  into 
piuotical  use  on  a  coiiimoreial  basis.  Tlie  said  Company  shall 
not,  however,  be  entitled  to  pai'ticipate  in  any  other  profits  or 
benefits  whatever  under  this  agreement,  howsoever  the  same 
may  bo  derived  or  neerne  (nor  in  tho  additional  profits  or 
bouofits  resulting  from  subsequent  improvements  of  or  in  tho 
said  imirrovoments  anti  inventions),  if  it  terminates  its  obliga¬ 
tion  as  provided  for  above  in  this  clanso. 


(4)  It  is,  howovoi-,  distinctly  understood  and  agi'ood  that 
tho  aforesaid  right  of  the  North  American  Company  to  partici¬ 
pate  in  tho  said  results  (to  tho  extent  of  either  one-fifth  or  two- 
fifths  as  aforesaid,  ns  tho  case  may  bo),  shall  bo  limited  ns  above ; 
and  it  is  further  agreed  that  in  case  tho  said  North  Amorican 
Company  should  terminate  its  obligation,  ns  aforesaid,  when  .it 
shall  have  paid  tho  said  aggregate  sums  of  at  least  §250,000,  or 
§500,000,  ns  above  provided  for,  tho  said  right  of  tho  Notth 
American  Company  shall  also  bo  subject  to  tho  privilege  and 
right  of  tho  said  General  Compnn}',  at  its  option  nnd'at  whatever 
time  it  may  choose,  to  jiay  back  to  the  said  North  American  Com¬ 
pany  its  aggregate  sum  of  iinymonts  as  aforesaid,  with  interest 
thereon  at  tho  rate  of  six  per  centum  per  nunuin  reckoned  from 
tho  dates  of  tho  said  several  payments  maldng  up  such  aggregate, 
taking  each  item  by )  itself,  less  whatever  sum  or  sums  it 
(tho  said  North  Amcrictm  Companj’)  may  have  in  tho 
monnwhde  received  as  its  share  of  profits  lioruiiudur  with 
interest  at.  six  iior  cent,  per  imnnm  thereon ;  and  thereupon, 
that  is  to  say  upon  the  said  repayment  being  made  to 
tho  said  North  American  Company  as  aforesaid,  all -of’  its 
rights  and  privileges  of  every  kind  whatsoever  to  parKoipate  in 
benefits  and  profits  ns  aforesaid,  under  this  agreement  shall'  im¬ 
mediately  cense  and  determine,  and  shall  absolutely  reverl  to  said 
General  Company,  and  said  North  American  Company  shaU  at 
anytime  thereafter  on  the  written  demand  of  cither  tho  said 
Edison  or  the  said  Geneml  Company,  execute  such  instruments 
in  writing  as  may  bo  necessary  to  give  full  force  and  ofleot  to  thm 
provision.  Should  tho  General  Company  make  tho  repayment 
above  provided  for,  it  shall  thomifter  be  entitled  (subject,  how¬ 
ever,  to  .  all  tho  terms  and  conditions  of  this  ngroemont),  to 
retain  ns  its  own  all  tho  interest  hfiirofits  and  benefits,  which 


or  other  benefits),  shall  thereupon'  absolutely  and  {j>so  faclo 
oeaso  and  dotomiino  (anything  in  these  prcsontR  expressed  or 
implied  to  the  contraiy,  notwithstanding),  save  and  except, 
howeyer,  that  it  the  said  Company  shall  have  theretofore, 
promptly  made  payments  to  tho  extent  ot  at  least  either 
$260,000,  or  $600,000,  as  tho  case  mny^bo,  itsTiall  bo  entitled  to-- 
participate  in  benefits  or  profits  to  tho  extent  inwidod  for  above  • 
in  the  second  subdivision  of  this  tho  sixth  section  hereof,  and, 
only  to  the  oxtentjtlieroin  provided,  but  subject  to  tho  right  of  ^ 
tho  said  General  Compaity  to  pay  back  tho  exponditrues  of 
the  said  North  Anrericarr  Company  as  further  provided  for  in 
elauBO  (4)  of  tho  said  sitbdivisiort. 

PoUBTU!  In  the  event  of  tho  said  North  American 
Compiury  electing  not  to  make  fruther  paymeirts  in  any 
of  tho  bases  above  provided  for  in  tho  second*  sirbdivision 
of  this  the  sixth  section  hereof,  or  in  tho  event  of  tho  said 
North  Ainorioarr  Company  failing  for  arry  reason  what¬ 
soever  for  a  period  of  nror'o  than, two  successive  calendar 
months,  to  ihake  Fho  payments  called  for  by  tho  jrrovisions 
of  this  instrument,  then  and  hr  Such  event,  or  in  tho  event  of 
its  rights  being  terminated  trndor  tho  eleventh  soctiorr  Irer’oofrx 
tho  sard  Edison  and  tho  said  General  Company  shall  bo  joiutlj^X 
free  to  make  sttclr  arrangements,  either  botwoeii  themselves,  or'^ 
with  other  parties,  as  they  (i.  c.  tho  said  Edisoir  and  tho  said 
General  Compairy)  may  mrrtually  agree  rtpoii,  withortt  regarxl  to_ 
the  said  North  American  Compaity,  save  and  except  as  regards 
its  aforesaid  irossiblo  sh